(Commission File No.: 001-38481)
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: HTLF
(Commission
File No.: 001-15393)
The following are select excerpts from an article in the Phoenix Business Journal, dated as of May 30,
2024, that quoted J. Mariner Kemper, Chairman of the Board of Directors and Chief Executive Officer of UMB Financial Corporation.
Damiris promotion comes as Kansas City, Missouri-based UMB Financial Corp., the parent company of UMB Bank, entered into an agreement
earlier this month to acquire Denver-based Heartland Financial USA Inc. in an all-stock transaction valued at $2 billion.
The combined
entity is expected to have $64.5 billion in assets, $52.2 billion in deposits and $35 billion in loans. Its expected to have a $6.2 billion market capitalization and a footprint of 197 branches across 13 states, the Denver Business Journal
reported.
The merger is expected to boost UMB Banks market share in Arizona, where its estimated to rank No. 10 among
area banks in Maricopa County, measured by out-of-state deposits.
This acquisition provides us with the opportunity to gain scale and density in
several of our target markets, including Arizona, Mariner Kemper, chairman and CEO of UMB Financial, said in a statement. We are excited to combine HTLFs people and expertise with ours to bring even more services and opportunities
to individuals and companies throughout Phoenix and the entire state.
Cautionary Note Regarding Forward Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule
175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Any statements about UMB Financial
Corporations (UMB), Heartland Financial USA, Inc.s (HTLF) or the combined companys plans, objectives, expectations, strategies, beliefs, or future performance or events constitute
forward-looking statements. Such statements are generally identified as those that include words or phrases such as believes, expects, anticipates, plans, trend, objective,
continue, or similar expressions or future or conditional verbs such as will, would, should, could, might, may, or similar expressions. Forward-looking statements
involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such
forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the business combination transaction between UMB and HTLF (the Transaction), including future financial
and operating results, the combined companys plans, objectives, expectations and intentions, and other statements that are not historical facts.