TACOMA, Wash. and
SACRAMENTO, Calif., Sept. 21, 2021 /PRNewswire/ -- Columbia
Banking System, Inc. (NASDAQ: COLB, "Columbia"), the holding company for Columbia
State Bank, and Bank of Commerce Holdings (NASDAQ: BOCH, "Bank of
Commerce"), the holding company for Merchants Bank of Commerce,
today jointly announced approval by Bank of Commerce shareholders
for their proposed merger, and the receipt of all required
regulatory approvals. The merger was announced on June 23, 2021 and the transaction is expected to
be completed on or about October 1,
2021.
Ninety-eight percent of the Bank of Commerce Holdings common
shares voting at Bank of Commerce's special meeting voted in favor
of the merger, representing more than 63% of all outstanding Bank
of Commerce Holdings common shares.
Clint Stein, President and Chief
Executive Officer of Columbia,
said, "We are pleased to see the smooth and quick completion of all
customary approvals required to welcome Merchants Bank of Commerce
into the Columbia Bank family. Teams from both banks have partnered
well to prepare for a seamless close to the merger."
Randy Eslick, President and Chief
Executive Officer of Bank of Commerce, said, "Over the course of
the past few months, our teams have worked closely with one another
and completed a tremendous amount of planning and preparation. We
are excited to embark on the next chapter of Merchants Bank of
Commerce, expanding the array of solutions we can bring to our
clients and the communities we serve."
About Columbia
Headquartered in Tacoma, Washington, Columbia Banking System,
Inc. (NASDAQ: COLB) is the holding company of Columbia State Bank,
a Washington state-chartered
full-service commercial bank with locations throughout Washington, Oregon and Idaho. The bank has been named one of Puget
Sound Business Journal's "Washington's Best Workplaces," more than 10
times and was ranked #1 in Customer Satisfaction with Retail
Banking in the Northwest region by J.D. Power in the 2020 U.S.
Retail Banking Satisfaction Study. Columbia was named the #1 bank in the
Northwest on the Forbes 2020 list of "America's Best Banks" marking
nearly 10 consecutive years on the publication's list of top
financial institutions.
About Bank of Commerce
Bank of Commerce Holdings is a
bank holding company headquartered in Sacramento, California and is the parent
company for Merchants Bank of Commerce (the "Bank"). The Bank is an
FDIC-insured California banking
corporation providing community banking and financial services in
northern California along the
Interstate 5 corridor from Sacramento to Yreka and in the wine region north of
San Francisco. The Bank was
incorporated as a California
banking corporation on November 25,
1981 and opened for business on October 22, 1982. The Company's common stock is
listed on the NASDAQ Global Market and trades under the symbol
"BOCH".
Forward-Looking Statements
This news release includes
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, descriptions of
Columbia and Bank of Commerce's
management's beliefs, goals, intentions and expectations regarding
future events and developments such as operating results, growth in
loans, the continued success of Columbia and Bank of Commerce's style of
banking and the strength of the local economy as well as the
potential effects of the COVID-19 pandemic on Columbia and Bank of Commerce's business,
operations, financial performance and prospects, statements
relating to the terms, timing and closing of the proposed
transaction, and other statements that are not historical facts.
The words "will," "believe," "expect," "intend," "should,"
"outlook," "estimate," "forecast," "project," "would," and
"anticipate" or the negative of these words or words of similar
construction are intended in part to help identify forward-looking
statements, which are subject to numerous assumptions, risks, and
uncertainties that change over time. Future events are
difficult to predict, and the expectations described above are
necessarily subject to risks, assumptions and uncertainties, many
of which are outside our control, that may cause actual results to
differ materially and adversely from those indicated in such
forward-looking statements. In addition to discussions about risks,
assumptions and uncertainties set forth from time to time in
Columbia and Bank of Commerce's
filings with the Securities and Exchange Commission, available at
the U.S. Securities and Exchange Commission's (the "SEC") website
at www.sec.gov and the Company's website at www.columbiabank.com,
including the "Risk Factors," "Business" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" sections of our annual reports on Form 10-K and
quarterly reports on Form 10-Q (as applicable), factors that may
cause actual results to differ materially from those contemplated
by such forward-looking statements include, among others, the
following:
(i) the possibility that the merger does not close when expected
or at all because conditions to closing are not satisfied; (ii)
changes in COLB's stock price before closing, including as a result
of the financial performance of BOCH prior to closing, or more
generally due to broader stock market movements, and the
performance of financial companies and peer group companies; (iii)
the risk that the benefits from the transaction may not be fully
realized when expected or at all or may take longer to realize than
expected, including as a result of changes in general economic and
market conditions, interest and exchange rates, monetary policy,
laws and regulations and their enforcement, and the degree of
competition in the geographic and business areas in which COLB and
BOCH operate; (iv) the ability to promptly and effectively
integrate the businesses of COLB and BOCH within the expected
timeframes or at all; (v) the reaction to the transaction of the
companies' customers, employees and counterparties; (vi) diversion
of management time on merger-related issues from ongoing business
operations and opportunities; (vii) lower than expected revenues,
credit quality deterioration or a reduction in real estate values
or a reduction in net earnings; (viii) the risk that any
announcements relating to the merger could have adverse effects on
the market price of the common stock of either or both parties to
the merger; (ix) certain restrictions during the pendency of the
proposed transaction that may impact the parties' ability to pursue
certain business opportunities or strategic transactions; and (x)
other risks that are described in COLB's and BOCH's public filings
with the Securities and Exchange Commission (the "SEC").
We believe the expectations reflected in our forward-looking
statements are reasonable, based on information available to us on
the date hereof. However, given the described uncertainties and
risks, we cannot guarantee our future performance or results of
operations and you should not place undue reliance on these
forward-looking statements which speak only as of the date hereof.
We undertake no obligation and do not assume any duty to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by the
federal securities laws. The factors noted above and the risks and
uncertainties described in our SEC filings should be considered
when reading any forward-looking statements in this release.
Contact Information
Columbia:
|
|
Clint Stein,
President & Chief Executive Officer
|
(253)
593-8304
|
Aaron Deer, Chief
Financial Officer
|
(253)
305-1966
|
Bank of
Commerce:
|
|
Randy Eslick,
President & Chief Executive Officer
|
(916)
677-5800
|
Jim Sundquist,
Chief Financial Officer
|
(916)
677-5825
|
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SOURCE Columbia Banking System Inc