Umpqua Holdings Corporation to Acquire California-Based North Bay Bancorp
19 January 2007 - 12:00AM
Business Wire
Umpqua Holdings Corporation (NASDAQ:UMPQ), parent company of Umpqua
Bank and Strand, Atkinson, Williams & York Inc., and
California-based North Bay Bancorp (NASDAQ:NBAN) signed an
agreement today for Umpqua Holdings Corporation to acquire North
Bay Bancorp and its principal operating subsidiary, The Vintage
Bank, along with its Solano Bank division. The agreement provides
for North Bay Bancorp shareholders to receive 1.217 shares of
Umpqua common stock for each share of North Bay Bancorp common
stock, giving the acquisition a total value of approximately $156
million. Upon completion of the acquisition, all The Vintage Bank
and Solano Bank branches will operate under the Umpqua Bank name.
The acquisition will add North Bay Bancorp�s network of 10 Northern
California branches, including locations in the Napa, St. Helena,
American Canyon, Vacaville, Benicia, Vallejo and Fairfield areas,
to Umpqua Bank�s network of 134 Northern California, Oregon and
Washington locations. Ray Davis will continue to lead the combined
organizations as president and CEO of Umpqua Holdings Corporation
and Bill Fike will continue as president of Umpqua California. �Our
acquisition of North Bay Bancorp, the area�s premier community
bank, is an important step in Umpqua�s growth strategy in
California,� said Fike. �North Bay Bancorp�s two operating banks
enhance Umpqua�s presence in this growing market, and extends our
focus on customer service and community. We look forward to working
with the business and agricultural community as well as the
residents of the area.� �In previous acquisitions, Umpqua has
demonstrated how to bring two cultures together so the change
benefits everyone involved: our associates, our customers and our
shareholders,� said Fike. �We will do the same with this
acquisition, expanding our network and enhancing our lending power
while continuing to provide The Vintage Bank, Solano Bank and
Umpqua Bank customers with the service and commitment to community
they rely on.� �This is a strong strategic move that provides The
Vintage Bank and Solano Bank customers with a dynamic and respected
brand and a proven delivery system,� said Terry L. Robinson,
president, CEO and director of North Bay Bancorp. �We believe the
prospects for creating long-term shareholder value are greatly
enhanced by the combination of our institutions.� The boards of
both companies have approved the transaction, which is subject to
regulatory approval and approval by the shareholders of North Bay
Bancorp, as well as other customary conditions of closing.
Completion is expected during the second quarter of 2007. Umpqua
Holdings Corporation expects the acquisition to be neutral to
operating earnings per share in 2007 and accretive in 2008. The
operational integration of the combined institutions is expected to
be completed during the second quarter of 2007. The combined
organization will have assets of approximately $8 billion, deposits
of approximately $6.1 billion and shareholders� equity of
approximately $1.3 billion. Approximately 5.1 million shares of
Umpqua Holdings Corporation common stock are expected to be issued
in connection with the acquisition. In addition to serving as
president of Umpqua Bank�s California operations, Bill Fike will
oversee the completion of the acquisition. Robinson will work with
Fike throughout the integration period. Milestone Advisors served
as financial advisor and provided a fairness opinion to the board
of directors of Umpqua Holdings Corporation. Howe Barnes Hoefer
& Arnett served as financial advisor and provided a fairness
opinion to the board of directors of North Bay Bancorp. About
Umpqua Holdings Corporation Umpqua Holdings Corporation (NASDAQ:
UMPQ) is the parent company of Umpqua Bank, an Oregon-based
community bank recognized for its entrepreneurial approach,
innovative use of technology, and distinctive banking solutions.
Umpqua Bank has 134 locations stretching from the greater
Sacramento, Calif. area and San Joaquin Valley to Seattle, as well
as along the Oregon and Northern California Coast and in Central
Oregon. Umpqua Holdings also owns retail brokerage subsidiary
Strand, Atkinson, Williams & York Inc., which has locations in
Umpqua Bank stores and in dedicated offices throughout Oregon and
Southwest Washington. Umpqua Bank's Private Client Services
Division provides tailored financial services and products to
individual customers. Umpqua Holdings Corporation is headquartered
in Portland, Ore. For more information, visit
www.umpquaholdingscorp.com. About North Bay Bancorp North Bay
Bancorp is the holding company for The Vintage Bank in Napa County
and Solano Bank, a Division of The Vintage Bank, in Solano County.
This full-service commercial bank offers a wide selection of
deposit, loan and investment services to local consumers and small
business customers. The Vintage Bank opened in 1985 and now
operates six banking offices in Napa County, Northern California's
number one tourist destination and the nation's premier wine
producing region. The main office and two branch offices are
located in the City of Napa. Vintage also has branches in the city
of St. Helena, American Canyon and the Southern industrial area of
Napa County. Solano Bank, a Division of The Vintage Bank, launched
in July 2000, has offices in the primary cities along the I-80
corridor of Solano County, including Vacaville, Fairfield, Vallejo
and Benicia and an off-site ATM facility in downtown Fairfield.
Solano County is projected to be the fastest growing county in
Northern California through year 2030, and is attracting businesses
and residents with a quality lifestyle, affordable housing and
business-friendly attitudes.
____________________________________________________________ This
press release includes forward-looking statements within the
meaning of the �Safe-Harbor� provisions of the Private Securities
Litigation Reform Act of 1995, which management believes are a
benefit to shareholders. These statements are necessarily subject
to risk and uncertainty and actual results could differ materially
due to certain risk factors, including those set forth from time to
time in Umpqua�s and North Bay Bancorp�s filings with the SEC. You
should not place undue reliance on forward-looking statements and
we undertake no obligation to update any such statements. Specific
risks in this press release include whether North Bay Bancorp
shareholders approve the merger, whether the companies receive
regulatory approvals, the timing of closing, whether the companies
have accurately predicted acquisition and consolidation expenses,
the timing and amount of savings from consolidation, the expected
earnings contributions of both companies and management�s ability
to effectively integrate the companies. The foregoing may be deemed
to be offering materials of Umpqua Holdings Corporation and
solicitation of materials of North Bay Bancorp in connection with
the proposed merger of North Bay with and into Umpqua. North Bay
shareholders are urged to read the proxy statement/prospectus that
will be included in the registration statement on Form S-4, which
Umpqua will file with the SEC in connection with the proposed
acquisition, because it will contain important information about
Umpqua, North Bay, the acquisition and related matters. The
directors and executive officers of North Bay may be deemed to be
participants in the solicitation of proxies from North Bay
shareholders. Information regarding the participants and their
security holdings can be found in North Bay�s most recent proxy
statements filed with the SEC and the proxy statement/prospectus
when it is filed with the SEC. All documents filed with the SEC are
or will be available for free, both on the SEC web site
(http://www.sec.gov) and from Umpqua by directing a request to
Umpqua Holdings Corporation, Attention: Investor Relations, One SW
Columbia Street, Suite 1200, Portland, OR 97258, and from North Bay
by directing a request to North Bay Bancorp, Investor Relations,
P.O. Box 2200, 1190 Airport Road, Napa, CA 94558. Map of Store
Locations Available
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