April 1, 2010 (FinancialWire) — Eagle Bancorp (OTCBB: EBMT) said that its stockholders and the customers of American Federal Savings Bank (the "Bank) have each approved the Amended and Restated Plan of Conversion and Reorganization pursuant to which Eagle Financial MHC will convert to a stock holding company form of organization and Eagle Bancorp Montana, Inc., the proposed stock holding company for the Bank, will sell shares of its common stock.

The completion of the conversion remains subject to final regulatory approvals.

Eagle Bancorp also announced that the company expects to sell 2,464,274 shares of common stock at $10.00 per share, for gross offering proceeds of $24.6 million in the offering. Orders for a total of 685,797 shares of common stock have been accepted in the syndicated community offering, for which Stifel, Nicolaus & company, Inc. acted as sole book-running manager and D.A. Davidson & Co. acted as co-manager.

The company received orders for 1,778,477 shares of common stock in the subscription and community offerings, including a purchase by the employee stock ownership plan, for which Stifel, Nicolaus & company, Inc. acted as selling agent.

Concurrent with the completion of the offering, shares of Eagle Bancorp common stock owned by the public will be exchanged for shares of the company's common stock so that Eagle Bancorp's existing stockholders will own approximately the same percentage of the company's common stock as they owned of Eagle Bancorp common stock immediately prior to the conversion. As a result, Eagle Bancorp stockholders will receive 3.800 shares of the company's common stock in exchange for each share of Eagle Bancorp common stock they own immediately prior to completion of the transaction. Cash in lieu of fractional shares will be paid at a rate of $10.00 per share. After the offering and exchange, the company will have a market capitalization of $40.8 million.

The transaction is scheduled to close on April 5, 2010, at which time Eagle Financial MHC and Eagle Bancorp will cease to exist and the company will become the fully public stock holding company of American Federal Savings Bank.

The shares of common stock of Eagle Bancorp will cease trading on the OTCBB at the close of business on April 1, 2010. The shares of common stock sold in the offering and issued in the exchange are expected to begin trading on the NASDAQ Global Market on April 5, 2010 under the trading symbol "EBMTD" for the first 20 trading days, and thereafter our trading symbol will be "EBMT."

American Federal Savings Bank was formed in 1922 and is headquartered in Helena, Montana. It has additional branches in Butte, Bozeman and Townsend, Montana.

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