PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
Landmark Bancorp, Inc.
Patrick L. Alexander, President
Phone: 785-565-2000
First Kansas Financial Corporation
Larry V. Bailey, President
Phone: 913-755-3033
LANDMARK BANCORP, INC.
ENTERS INTO AGREEMENT TO ACQUIRE
FIRST KANSAS FINANCIAL CORPORATION
Merger Expands Kansas Based Community Banking Organization
(Manhattan, Kansas November 13, 2003) Patrick L. Alexander, President
and Chief Executive Officer of Landmark Bancorp, Inc. (Nasdaq National Market
System - "LARK"), and Larry V. Bailey, President of First Kansas Financial
Corporation (Nasdaq Small Cap Market - "FKAN"), Osawatomie, Kansas, jointly
announced today the execution of a definitive agreement for Landmark to acquire
First Kansas. Pursuant to the agreement, Landmark will pay First Kansas's
stockholders $19.00 in cash for each issued and outstanding share of First
Kansas common stock, subject to adjustment in certain circumstances. The
transaction is subject to the approvals from First Kansas stockholders and the
appropriate regulatory agencies. The merger is expected to be completed during
the first quarter or early in the second quarter of 2004.
Landmark has approximately $334 million in assets and First Kansas has
approximately $152 million in assets. First Kansas is the holding company for
First Kansas Federal Savings Bank which is headquartered in Osawatomie and
operates branches in Paola, Louisburg, Fort Scott, Phillipsburg, and Beloit,
Kansas. Concurrent with the closing of the merger, First Kansas Federal will
merge with and into Landmark National Bank, the wholly-owned subsidiary of
Landmark. The combination will create an eighteen branch network covering twelve
Kansas counties. With combined assets of approximately $486 million, Landmark
will rank as the third largest public bank holding company in Kansas.
Patrick L. Alexander, President of Landmark, said, "We are excited
about our acquisition of First Kansas. The combination of First Kansas into
Landmark expands our franchise into eastern Kansas, particularly the high growth
market areas encompassed by Miami County. With the expected completion of the
four lane highways US #69 and US #169 from Kansas City to Louisburg,
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Paola, and Osawatomie, we expect the dynamic growth in these markets to
continue. The First Kansas organization provides an excellent platform from
which we can deliver community banking services to their existing customers and
the markets in which they are located. We are looking forward to having the
associates of First Kansas join our community banking team."
Larry V. Bailey, President of First Kansas, said, "We look forward to
our affiliation with Landmark. Both institutions have a tradition of service and
providing personalized banking products to their respective communities. By
joining forces with Landmark we will be able to offer an expanded array of
banking products, designed for both consumer and business customers. Landmark is
a financially strong, dynamic, and growing organization dedicated to meeting
customer needs. We felt the combination was a good match for our stockholders,
our customers, our associates, and the communities we serve. We are also pleased
that First Kansas directors will remain associated with Landmark in an advisory
capacity."
Landmark Bancorp, Inc. is a bank holding company headquartered in
Manhattan, Kansas, which owns all of the stock of Landmark National Bank, a
national commercial bank. Landmark National Bank has branches in Manhattan (2),
Auburn, Dodge City (2), Garden City, Great Bend, Hoisington, LaCrosse, Osage
City, Topeka and Wamego, Kansas. At September 30, 2003, Landmark had total
assets and stockholders' equity of approximately $334 million and $43 million,
respectively.
First Kansas, Inc. is a savings and loan holding company headquartered
in Osawatomie, Kansas, which owns all of the stock of First Kansas Federal
Savings Bank. First Kansas is a federally-chartered, FDIC-insured stock savings
bank headquartered in Osawatomie, Kansas. The Bank has six full-service branch
offices located in Beloit, Fort Scott, Louisburg, Osawatomie, Paola, and
Phillipsburg, Kansas. The Bank is a community-oriented, full-service retail
savings bank offering a wide range of loan products and savings deposits. At
September 30, 2003, First Kansas had total assets and stockholders' equity of
$152 million and $16 million, respectively.
Additional Information
First Kansas Financial Corporation will be filing relevant documents
concerning the merger with the Securities and Exchange Commission ("SEC"),
including a proxy statement. We urge investors to read these documents because
they contain important information. Investors will be able to obtain these
documents free of charge at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by First Kansas Financial Corporation will be
available free of charge from the President of First Kansas Financial
Corporation (Larry V. Bailey, President, First Kansas Financial Corporation, 600
Main Street, Osawatomie, Kansas 66064, telephone (913) 755-3033.) The directors
and executive officers of First Kansas Financial Corporation may be deemed to be
participants in the solicitation of proxies to approve the merger. Information
about the directors and executive officers of First Kansas Financial Corporation
and ownership of First Kansas Financial Corporation's common stock is set forth
in First Kansas Financial Corporation's proxy statement dated March 18, 2003 as
filed with the SEC. Additional information about the interests of those
participants may be obtained from reading the definitive proxy statement
regarding the proposed acquisition when it becomes available. First Kansas
Financial Corporation investors should read the proxy statement and other
documents to be filed with the SEC carefully before making a decision concerning
the merger.
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Special Note Concerning Forward-Looking Statements
This press release contains, and future oral and written statements of
Landmark and First Kansas and their respective management may contain,
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 with respect to the financial condition, results
of operations, plans, objectives, future performance and business of the
companies. Forward-looking statements, which may be based upon beliefs,
expectations and assumptions of the companies' management and on information
currently available to management, are generally identifiable by the use of
words such as "believe," "expect," "anticipate," "plan," "intend," "estimate,"
"may," "will," "would," "could," "should" or other similar expressions.
Additionally, all statements in this press release, including forward-looking
statements, speak only as of the date they are made, and the companies undertake
no obligation to update any statement in light of new information or future
events.
A number of factors, many of which are beyond the ability of the
companies to control or predict, could cause actual results to differ materially
from those in the companies' forward-looking statements. These factors include,
among others, the following: (i) the strength of the local and national economy;
(ii) changes in state and federal laws, regulations and governmental policies
concerning the companies' general business; (iii) changes in technology and the
ability to develop and maintain secure and reliable electronic systems; (iv)
changes in interest rates and prepayment rates of the companies' assets; (v)
increased competition in the financial services sector and the inability to
attract new customers; (vi) the economic impact of armed conflict or terrorist
acts involving the United States; (vii) the loss of key executives or employees;
(viii) changes in consumer spending; (ix) unexpected results of acquisitions;
(x) unexpected outcomes of existing or new litigation involving the companies;
and (xi) changes in accounting policies and practices. These risks and
uncertainties should be considered in evaluating forward-looking statements and
undue reliance should not be placed on such statements. Additional information
concerning the companies and their respective business, including additional
factors that could materially affect the companies' financial results, is
included in their filings with the Securities and Exchange Commission.
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