Dow Jones Newswires
MINNEAPOLIS -- U.S. Bancorp signed a definitive agreement to acquire and Scripps Financial Corp. in a stock transaction valued at about $155 million.
U.S. Bancorp said Scripps Financial shareholders will receive 1.067 U.S. Bancorp common shares for each Scripps share in a tax-free exchange.
At the closing price for U.S. Bancorp's stock on Monday, that would be equivalent to $22.01 per-Scripps share.
American Stock Exchange-listed shares of Scripps Financial were halted Tuesday for news at 17, up 3, or 21.4%.
U.S. Bancorp said the value of the deal to the Scripps Financial shareholders will vary if the price of U.S. Bancorp's shares go up or down within an established range before the closing.
U.S. Bancorp, with $83 billion in assets, said Scripps Financial's shareholders would receive the 1.067 shares provided the average closing U.S. Bancorp stock price for the 10 days before receipt of approval by the Federal Reserve Board is between $22.69 and $18.56.
If the U.S. Bancorp's average price is less than $18.56, then the exchange ratio will be adjusted and Scripps's shareholders will receive U.S. Bancorp stock worth $19.80 for each Scripps' share. If the U.S. Bancorp average price is more than $22.69, subject to certain exceptions, then the exchange ratio will be adjusted and Scripp's shareholders will receive U.S. Bancorp stock worth $24.21 for each Scripps' share.
Scripps Financial, which operates nine branches in the San Diego area, has $650 million in assets. The acquisition is pending approvals by Scripps shareholders and regulators and is expected to close in fourth quarter.
U.S. Bancorp said Scripps' president and chief executive Ron Carlson, 65; Doug Evans, 52, executive vice president of banking; and Rich Roncaglia, 50, executive vice president of trust and financial services, will remain in leadership positions.
U.S. Bancorp said it will continue employment for all Scripps' customer contact personnel.