IOWA FIRST BANCSHARES CORP.
300 East Second Street
Muscatine, Iowa 52761
FOR IMMEDIATE RELEASE
For more information contact: D. Scott Ingstad,
Chairman, President and CEO
(563-262-4202)
or
Kim K. Bartling,
Executive Vice President,
Chief Operating Officer
and Treasurer
(563-262-4216)
IOWA FIRST BANCSHARES CORP. ANNOUNCES PLAN TO END SEC REPORTING
(Muscatine, Iowa) - July 22, 2005 - Iowa First Bancshares Corp. announced today
that its Board of Directors has approved a plan to proceed with a going private
transaction. If the proposed transaction is completed, Iowa First expects to
have fewer than 300 shareholders of record. As a result, Iowa First Bancshares
Corp. would no longer be required to file periodic reports and other information
with the Securities and Exchange Commission, although Iowa First anticipates
that its stock will continue to be traded on the Over the Counter Market.
"In addition to anticipated cost savings resulting from the elimination of our
SEC reporting requirements, we expect that the reduced burden on management will
allow our officers to focus more attention on serving our customers and the
communities where we operate. We believe this also will help us achieve our
institution's long-term goals for growth and profitability" stated Chairman D.
Scott Ingstad.
The terms of the proposed transaction are expected to provide that each
shareholder of record with less than 1,000 shares of Iowa First Bancshares Corp.
common stock will receive a cash payment equal to $38.00 per share. Shareholders
of record holding 1,000 or more shares of Iowa First common stock will not
receive a cash payment and will continue to hold the same number of shares after
completion of the transaction.
The Board of Directors has received from a qualified financial advisor a
valuation report and a fairness opinion that the cash consideration to be paid
in the proposed split transaction is fair, from a financial point of view, to
Iowa First's shareholders. The proposed split transaction is subject to approval
by the holders of a two-thirds majority of the issued and outstanding shares of
Iowa First Bancshares Corp. common stock. Shareholders will be asked to approve
the split transaction at a special meeting of shareholders, currently expected
to be held in the fourth-quarter of 2005.
Iowa First Bancshares Corp. intends to file a preliminary proxy statement and
Schedule 13E-3 with the SEC outlining the transaction. All shareholders are
advised to read the definitive proxy statement and Schedule 13E-3 at the SEC's
web site at www.sec.gov. Iowa First will also mail a copy of the definitive
proxy statement prior to the special meeting to its shareholders entitled to
vote at the meeting.
The directors, executive officers and certain other members of management of the
Company may be soliciting proxies in favor of the proposed going private
transaction from the Company's shareholders. For information about these
directors, executive officers and members of management, please refer to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2004, which is available at the SEC's website (www.sec.gov) and from the
Company.
Iowa First Bancshares Corp. is a banking holding company headquartered in
Muscatine, Iowa. The company provides a wide array of banking and other
financial services to individuals, businesses and governmental organizations
through its two wholly-owned national banks located in Muscatine and Fairfield,
Iowa. Iowa First Bancshares Corp. common stock is traded on the Over-The-Counter
Bulletin Board market under the symbol IFST.
When used in this communication, the words "believe," "expect," "anticipate,"
"plan," "estimate," "may," "will" or similar expressions are intended to
identify forwarding-looking statements. The Company's actual results may differ
materially from those described in the forward-looking statements. Factors which
could cause such a variance to occur include, but are not limited to: heightened
competition; adverse state and federal regulation; failure to obtain new or
retain existing customers; ability to attract and retain key executives and
personnel; changes in interest rates; unanticipated changes in industry trends;
unanticipated changes in credit quality and risk factors, including general
economic conditions; success in gaining regulatory approvals when required;
changes in the Federal Reserve Board monetary policies; unexpected outcomes of
new and existing litigation in which Iowa First or its subsidiaries, officers,
directors or employees is named defendants; technological changes; changes in
accounting principles generally accepted in the United States; changes in
assumptions or conditions affecting the application of "critical accounting
policies"; and the inability of third party vendors to perform critical services
for the company or its customers.