Shareholders of a banking institution with a strong Dubuque presence have approved the terms of a proposed merger with a larger national financial institution.
UMB Financial executives in April announced their intention to acquire HTLF, the parent company of Dubuque Bank & Trust, in a roughly $2 billion, all-stock deal expected to close in early 2025 pending regulatory approval.
HTLF shareholders held a special meeting Tuesday afternoon to vote on whether to adopt the terms and transactions outlined in the merger agreement, which already received unanimous support from the boards of both HTLF and UMB.
HTLF Director of Corporate Communication Ryan Lund declined to provide an exact vote tally after the meeting but confirmed to the Telegraph Herald via email that the vote to approve the terms had passed.
Shareholders’ approval paves the way for continued work around integration planning and development as efforts persist to obtain all necessary regulatory approvals over the next several months.
As part of the merger, HTLF shareholders will get a fixed exchange ratio of 0.55 shares of UMB common stock for each share of HTLF common stock in a deal that will result in HTLF shareholders owning approximately 31% of UMB stock.
Per regulatory filings, HTLF locations — including local DB&T branches — will be absorbed and rebranded as part of the merger. While exact staffing impacts have not been announced, UMB previously stated its intent to retain a “significant” portion of current HTLF staff.
Five HTLF representatives also will assume roles on the UMB board of directors.
Some corporate leaders will have an additional monetary benefit from restricted and performance stock units that will accelerate vesting upon the merger’s completion.
Per the merger agreement, HTLF CEO Bruce Lee stands to gain roughly $3.5 million from restricted and performance stock units, for example, with an additional $8.5 million payout if he is terminated under certain circumstances related to the merger. Other organizational leaders stand to gain anywhere from $2 million to $3 million.
Additional information about the merger and its staffing impacts is expected to be released in the coming months, during which HTLF will continue business as usual.