MERGER AGREEMENT

3 Months Ended

Mar. 31, 2012

Merger Agreement [Abstract]

MERGER AGREEMENT

9.           MERGER AGREEMENT

On March 12, 2012, the Company entered into a Merger Agreement with Great Western Bancorporation, Inc., ("Great Western") an Iowa Corporation, and 150, Inc. ("150") an Iowa corporation and newly-formed direct wholly-owned subsidiary of Great Western (the "Merger Agreement"). The Merger Agreement contemplates that immediately following the Merger, the Company will merge with and into Great Western, with Great Western surviving such merger, and that immediately thereafter the Bank will merge with and into Great Western Bank, with Great Western Bank surviving such merger. Upon completion of these mergers, the corporate existence of the Company and Bank will cease and they will become part of Great Western and Great Western Bank.

Subject to certain conditions contained in the Merger Agreement, upon effectiveness of the Merger, each issued and outstanding share of common stock of the Company will be converted into the right to receive $30.58 per share in cash. The aggregate consideration that the shareholders of the Company will receive as a result of the Merger is approximately $41.5 million.

The Merger Agreement has been unanimously approved by the Company's Board of Directors, and the transactions contemplated by the Merger Agreement are subject to various conditions including, among other things, the approval of the Merger Agreement by the shareholders of the Company, the receipt of requisite bank regulatory approvals and non-objections, and other customary conditions.  Assuming the satisfaction of such conditions, it is currently expected that the Merger will become effective in the second quarter of 2012.