Wells Financial Corp. To Acquire St. James Federal Savings And Loan Association In A Conversion Merger Transaction

WELLS, Minn., Nov. 17, 2014 /PRNewswire/ -- Wells Financial Corp. ("Wells") (OTCBB: WEFP), the parent holding company of Wells Federal Bank, headquartered in Wells, Minnesota, today announced that it had reached a definitive agreement with St. James Federal Savings and Loan Association ("St. James Federal"), headquartered in St. James, Minnesota, to acquire St. James Federal in a conversion merger transaction.

Pursuant to the Agreement and Plan of Conversion Merger (the "Agreement"), which has been approved by the Boards of Directors of both institutions, St. James Federal will convert from a federally-chartered mutual savings association to a federally-chartered stock savings association and issue its shares of common stock to Wells. In connection with the acquisition and pursuant to the terms of the Agreement and the related Plan of Conversion Merger (the "Plan"), Wells will offer shares of its common stock on a priority basis first to eligible members of St. James Federal and then to Wells' Employee Stock Ownership Plan in a subscription offering. The amount of Wells common stock to be offered in the subscription offering will be based on an independent valuation of St. James Federal. Any Wells common stock not purchased by eligible members of St. James Federal or Wells' Employee Stock Ownership Plan in the subscription offering will be offered to certain members of St. James Federal's community and the general public. Wells reserves the right to accept or reject any orders in part or in whole in the community offering. Following the closing of the offering pursuant to the Plan, St. James Federal will merge with and into Wells Federal Bank, with Wells Federal Bank as the surviving institution.  Lonnie R. Trasamar, President and Chief Executive Officer of Wells, stated, "Our partnership with St. James Federal not only will enhance our market presence, but also will provide additional capital to support our continued growth. We view this transaction as a part of our overall expansion efforts and our commitment to the communities we serve."

Timothy Peterson, President and Chief Executive Officer of St. James Federal, noted, "We are extremely pleased at the prospect of joining with Wells and having the opportunity to continue our tradition of serving the community. In choosing a strategic partner, we were looking for an institution with a comparable commitment to customers and community. Wells Federal Bank provides these commitments. Their culture and tradition of customer service provide an excellent match for our bank."

The transactions are expected to close in the second quarter of 2015, pending regulatory approval, approval by St. James Federal members and satisfaction of other customary closing conditions.

At September 30, 2014, Wells had total assets of $251.2 million, loans receivable of $177.7 million, deposits of $220.3 million and stockholders' equity of $26.4 million.

Advisors to Transaction

Spidi & Fisch, PC, Washington, D.C., served as legal counsel to Wells. Lindquist & Vennum LLP, Minneapolis, MN, served as legal counsel to St. James Federal.

Wells Financial Corp.

Wells Financial Corp. is the holding company for Wells Federal Bank, a Minnesota State chartered commercial bank headquartered in Wells, Minnesota.  Wells Federal Bank has nine offices located in Faribault, Martin, Blue Earth, Nicollet, Freeborn, Steele and Dakota Counties.  It was founded in 1934 and its deposits are federally insured to applicable limits by the FDIC.

St. James Federal Savings and Loan Association

St. James Federal Savings and Loan Association is a federally-chartered mutual savings and loan association operating from its office located in St. James, Minnesota. St. James Federal was founded in 1958 and provides residential and agricultural financing and traditional savings opportunities for customers in the surrounding area.

Forward-looking Statements

This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words or phrases such as "expect," "believe," "intend," "plan," "estimate," "may," "should," "will likely result," "will continue," "is anticipated," "estimate," "project" and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to and involve known and unknown risks and uncertainties that could cause actual results to differ materially from those currently anticipated due to a number of factors. Such factors include, but are not limited to: (1) the businesses of Wells, Wells Federal Bank and St. James Federal may not be combined successfully or such combination may take longer to accomplish than expected; (2) the cost savings from the conversion merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business disruption following the conversion merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the conversion merger may not be obtained, or adverse regulatory conditions may be imposed in connection with the governmental approvals of the conversion merger; (5) the members of St. James Federal may fail to approve the conversion merger; (6) changes in general economic conditions, which could affect the volume of loan originations, deposit flows and real estate values, and credit quality trends; (7) changes in laws, regulations or policies by government or regulatory agencies, (8) fluctuations in interest rates, (9) change in the demand for loans in the market areas that Wells Federal Bank and St. James Federal conduct their respective business, and (10) competition from other financial services companies in the banks' markets. Wells and St. James Federal caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Wells and St. James Federal caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Wells and St. James Federal do not undertake, and specifically disclaim any obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

This press release does not constitute an offer of securities by either Wells or St. James Federal. In connection with the proposed transactions, a registration statement on Form S-1 will be filed by Wells with the U.S. Securities and Exchange Commission ("SEC"). The registration statement will contain a proxy statement/prospectus to be distributed to the members of St. James Federal in connection with their vote on the conversion merger. MEMBERS OF ST. JAMES FEDERAL ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS, WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CONVERSION MERGER. The information in this press release is not a substitute for the registration statement and any other documents Wells intends to file with the SEC.

The proxy statement/prospectus, and other documents filed or to be filed by Wells with the SEC, will be available free of charge at the SEC's website (www.sec.gov) or from Wells by contacting James Moll, Chief Financial Officer, Wells Financial Corp. at (507) 553-3151. The proxy statement/prospectus, and related documents, will be available from St. James Federal by contacting Timothy Peterson, President and Chief Executive Officer, St. James Federal Savings and Loan Association at (507) 575-3177.

St. James Federal Savings and Loan Association is currently not engaged in a solicitation of proxies from the members of St. James Federal in connection with the proposed conversion merger. If a proxy solicitation commences, St. James Federal and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the members of St. James Federal in connection with the proposed conversion merger.

SOURCE Wells Financial Corp.