Frontier Financial Corporation and SP Acquisition Holdings Announce Termination of Merger Agreement
05 October 2009 - 11:30PM
Marketwired
Frontier Financial Corporation (NASDAQ: FTBK) ("Frontier") and SP
Acquisition Holdings, Inc. (NYSE Amex: DSP) ("SPAH") today jointly
announced that they have mutually agreed to terminate the Agreement
and Plan of Merger, dated as of July 30, 2009, by and between SPAH
and Frontier, as amended by Amendment No. 1 to Agreement and Plan
of Merger, dated as of August 10, 2009, effective immediately, due
to the fact that certain closing conditions contained in the merger
agreement could not be met. As a result, the special meetings of
SPAH's stockholders and warrant holders and Frontier's shareholders
scheduled to be held on October 8, 2009 have been cancelled.
Pat Fahey, Chairman and Chief Executive Officer of Frontier,
noted that "After working diligently for several months, the
parties could not secure the required regulatory approvals in
sufficient time to complete the transaction by the October 10, 2009
deadline. We will continue to aggressively work to resolve our loan
problems, and shore up our capital position."
Frontier previously announced its continued participation in the
Federal Deposit Insurance Corporation's ("FDIC") voluntary
Transaction Account Guarantee ("TAG") portion of the Temporary
Liquidity Guarantee Program through June 30, 2010. Under this
program, Frontier's noninterest bearing transaction accounts and
qualified NOW checking accounts are fully guaranteed by the FDIC
for an unlimited amount of coverage. The coverage under the TAG
program is in addition to, and separate from, the coverage
available under the FDIC's general deposit insurance
protection.
Because of the termination of the merger agreement and pursuant
to the terms of its amended and restated certificate of
incorporation, SPAH's corporate existence will cease on October 10,
2009. The trustee will commence liquidating the investments
constituting the trust account and distribute the proceeds to the
public stockholders of SPAH in accordance with SPAH's amended and
restated certificate of incorporation, the Investment Management
Trust Agreement, and applicable law.
About Frontier Financial Corporation
Frontier Financial Corporation is a Washington-based financial
holding company, providing financial services through its
commercial bank subsidiary, Frontier Bank, since 1978. Frontier
Bank offers a wide range of banking and financial services to
businesses and individuals in its market area, including trust,
cash management, and investment and insurance products. Frontier
operates 48 offices in Clallam, Jefferson, King, Kitsap, Pierce,
Skagit, Snohomish, Thurston, Whatcom counties in Washington and 3
offices in Oregon. Additional information regarding Frontier Bank
and its services can be found at the bank's website:
www.frontierbank.com.
About SP Acquisition Holdings
SP Acquisition Holdings is a blank check company organized under
the laws of the State of Delaware on February 14, 2007. It was
formed for the purpose of acquiring, through a merger, capital
stock exchange, asset acquisition or other similar business
combination, one or more businesses or assets.
Forward-Looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties including statements related to the
termination of the merger of SPAH and Frontier. These statements
reflect SPAH and Frontier management's current beliefs and are
based on information currently available to management.
Forward-looking statements are based largely on expectations and
projections about future events and future trends and are subject
to numerous assumptions, risks and uncertainties, which change over
time. SPAH's and Frontier's actual results could differ materially
from those anticipated in forward-looking statements and you should
not place any undue reliance on such forward-looking statements.
Factors that could cause actual performance to differ from these
forward-looking statements include the risks and uncertainties
disclosed in SPAH's and Frontier's filings with the SEC.
Media Contacts Frontier Pat Fahey (425) 423-7250 SPAH Jason
Booth (310) 941-3616
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