TACOMA, Wash. and EUGENE, Ore., Jan. 9,
2017 /PRNewswire/ -- Columbia Banking System, Inc.
(NASDAQ: COLB, "Columbia") and
Pacific Continental Corporation (NASDAQ: PCBK, "Pacific
Continental") today jointly announced the signing of a definitive
agreement to merge Pacific Continental into Columbia in a transaction valued at
approximately $644.1 million, or
$27.85 per share based on
Columbia's January 9, 2017 stock price. The combined
company will have approximately $12
billion in assets with over 150 branches throughout
Washington, Oregon and Idaho.
"We are delighted that Pacific Continental has agreed to join
with Columbia, strengthening and
growing our position as the premier Northwest focused regional
community bank," said Melanie J.
Dressel, President and Chief Executive Officer of
Columbia. "We admire Pacific Continental and it's over
40-year commitment to the communities it serves. We see this
as an exciting opportunity for both companies, our shareholders,
and our respective teams of bankers. This merger exceeds our
financial metrics with double digit earnings accretion and a
tangible book value earnback of 3.7 years. We look forward to
continuing Pacific Continental's leadership position in the
Eugene market while enhancing our
presence in the Portland and
Seattle markets with the help of
Pacific Continental's key niche practice and market leaders.
Additionally, at closing, one current community-based director from
Pacific Continental's Board of Directors will join the Board of
Columbia."
"We are very pleased and excited to partner with Columbia and view it as a wonderful
opportunity to continue serving our communities as the premier
community bank, offering our clients additional products and
services" said Roger Busse,
President and Chief Executive Officer of Pacific Continental.
"We strongly believe that our corporate values are aligned with
Columbia's which will undoubtedly
aid in the integration of our two banks and our clients will
continue to work with their existing relationship personnel in all
markets. We are partnering with one of the most recognized
and awarded community banks in the nation and share a proud
heritage of service and community investment."
Under the terms of the merger agreement, Pacific Continental
shareholders are entitled to receive 0.6430 of a share of
Columbia common stock for each
share of Pacific Continental stock, subject to certain potential
adjustments. Based on Columbia's closing stock price as of
January 9, 2017, the aggregate merger
consideration is valued at $644.1
million, or $27.85 per share,
which includes $629.5 million of
Columbia stock to be issued to
Pacific Continental shareholders and $14.6
million of cash to be issued to the holders of options,
stock appreciation rights and restricted stock units. The
value of the merger consideration will fluctuate until closing
based on the value of Columbia's
stock and subject to a cap/collar. At closing, Pacific
Continental shareholders will own approximately 20.0% of the
combined company.
The agreement was approved by the Board of Directors of each
company. Closing of the transaction is contingent on shareholder
approval and receipt of necessary regulatory approvals, along with
satisfaction of other customary closing
conditions.
The acquisition is expected to close in mid-2017 and to be
immediately accretive to Columbia's earnings per share with 8% and 10%
projected accretion in 2018 and 2019, respectively. The tangible
book value earnback is approximately 3.7 years.
Columbia was advised in this
transaction by Keefe, Bruyette & Woods, a Stifel Company, as
financial advisor and Sullivan & Cromwell LLP, as legal
counsel. Pacific Continental was advised by D.A. Davidson & Co., as financial advisor,
and Pillsbury Winthrop Shaw Pittman LLP, as legal counsel.
Conference Call: Tuesday,
January 10th at 9:00 a.m.
PST
Columbia and Pacific
Continental will hold a joint conference call regarding this
announcement on Tuesday, January 10,
2017 at 9:00 a.m. PST. Those
wishing to participate in the call may dial (866) 378-3802;
Conference ID code #48326477. An investor presentation can be
accessed prior to the call on Columbia's website at www.columbiabank.com by
clicking on the Pacific Continental logo in the lower right hand
corner of the home page. A replay of the call will be
available through 9:00 p.m. PST
January 17, 2017 by calling (855)
859-2059 and entering Conference ID code #48326477.
About Columbia
Headquartered in Tacoma,
Washington, Columbia Banking System, Inc. is the holding
company of Columbia Bank, a Washington
state-chartered full-service commercial bank, with locations
throughout Washington,
Oregon and Idaho. For the tenth consecutive year, the
bank was named in 2016 as one of Puget Sound Business
Journal's "Washington's Best Workplaces."
Columbia ranked in the top 20 on
the 2016 Forbes list of best banks in the country for the
fifth year in a row. More information about Columbia can be found on its website at
www.columbiabank.com.
About Pacific Continental
Pacific Continental Bank, the operating subsidiary of Pacific
Continental Corporation, delivers highly personalized services
through 14 banking offices in Oregon and Washington. The Bank also
operates loan production offices in Tacoma, Washington and Denver, Colorado. Pacific Continental,
with $2.5 billion in assets, has
established one of the most unique and attractive metropolitan
branch networks in the Pacific Northwest with offices in three of
the region's largest markets including Seattle, Portland and Eugene. Pacific Continental
targets the banking needs of community-based businesses, health
care professionals, professional service providers and nonprofit
organizations.
Since its founding in 1972, Pacific Continental Bank has been
honored with numerous awards and recognitions from highly regarded
third-party organizations including the Seattle Times, the Portland Business
Journal, Seattle Business magazine and Oregon
Business magazine. A complete list of the company's
awards and recognitions – as well as supplementary information on
Pacific Continental Bank – can be found online at
www.therightbank.com. Pacific Continental Corporation's shares are
listed on the Nasdaq Global Select market under the symbol "PCBK"
and are a component of the Russell 2000 Index.
Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact
are forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause Columbia's
or Pacific Continental's performance or achievements to be
materially different from any expected future results, performance,
or achievements. Forward-looking statements speak only as of
the date they are made, and neither Columbia nor Pacific Continental assumes any
duty to update forward-looking statements. We caution readers that
a number of important factors could cause actual results to differ
materially from those expressed in, or implied or projected by,
such forward-looking statements. Such forward-looking statements
include, but are not limited to, statements about the benefits of
the business combination transaction involving Columbia and Pacific Continental, including
future financial and operating results, the combined company's
plans, objectives, expectations and intentions and other statements
that are not historical facts. The following factors, among others,
could cause actual results to differ from those set forth in the
forward-looking statements: (i) the possibility that the merger
does not close when expected or at all because required regulatory,
shareholder or other approvals and other conditions to closing are
not received or satisfied on a timely basis or at all; (ii) changes
in Columbia's stock price before
closing, including as a result of the financial performance of
Pacific Continental 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 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 Columbia
and Pacific Continental operate; (iv) the ability to promptly and
effectively integrate the businesses of Columbia and Pacific Continental; (v) the
reaction to the transaction of the companies' customers, employees
and counterparties; (vi) diversion of management time on
merger-related issues; (vii) lower than expected revenues, credit
quality deterioration or a reduction in real estate values or a
reduction in net earnings; and (viii) other risks that are
described in Columbia's and
Pacific Continental's public filings with the Securities and
Exchange Commission (the "SEC"). For more information, see the risk
factors described in each of Columbia's and Pacific Continental's Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other
filings with the SEC.
Annualized, pro forma, projected and estimated numbers and
percentages are used for illustrative purposes only, are not
forecasts and may not reflect actual results.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND
IT
Shareholders are urged to carefully review and consider each of
Columbia's and Pacific
Continental's public filings with the SEC, including but not
limited to their Annual Reports on Form 10-K, their proxy
statements, their Current Reports on Form 8-K and their Quarterly
Reports on Form 10-Q. In connection with the proposed
transaction, Columbia will file
with the SEC a Registration Statement on Form S-4 that will include
a Joint Proxy Statement of Columbia and Pacific Continental and a
Prospectus of Columbia, as well as
other relevant documents concerning the proposed transaction.
Shareholders of Columbia and
Pacific Continental are urged to carefully read the Registration
Statement and the Joint Proxy Statement/Prospectus regarding the
transaction in their entirety when they become available and any
other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information. A definitive Joint Proxy
Statement/Prospectus will be sent to the shareholders of each
institution seeking any required shareholder approvals. The Joint
Proxy Statement/Prospectus and other relevant materials (when they
become available) filed with the SEC may be obtained free of charge
at the SEC's Website at http://www.sec.gov. Columbia and
Pacific Continental shareholders are urged to read the Joint Proxy
Statement/Prospectus and the other relevant materials before voting
on the transaction.
Investors will also be able to obtain these documents, free of
charge, from Pacific Continental by accessing Pacific Continental's
website at www.therightbank.com under the link "Investor Relations"
or from Columbia at
www.columbiabank.com under the tab "About Us" and then under the
heading "Investor Relations." Copies can also be obtained,
free of charge, by directing a written request to Columbia Banking
System, Inc., Attention: Corporate Secretary, 1301 A Street, Suite
800, Tacoma, Washington 98401-2156
or to Pacific Continental Corporation, Attention: Corporate
Secretary, 111 West Seventh Avenue, P.O. Box 10727, Eugene, Oregon 97440-2727.
PARTICIPANTS IN THE SOLICITATION
Pacific Continental and Columbia and their directors and executive
officers and certain other persons may be deemed to be participants
in the solicitation of proxies from the shareholders of
Columbia and Pacific Continental
in connection with the merger. Information about the
directors and executive officers of Columbia and their ownership of Columbia common stock is set forth in the
proxy statement for Columbia's
2016 annual meeting of shareholders, as filed with the SEC on a
Schedule 14A on March 16, 2016.
Information about the directors and executive officers of Pacific
Continental and their ownership of Pacific Continental common stock
is set forth in the proxy statement for Pacific Continental's 2016
annual meeting of shareholders, as filed with the SEC on a Schedule
14A on March 15, 2016.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Joint Proxy
Statement/Prospectus regarding the merger when it becomes
available. Free copies of this document may be obtained as
described in the preceding paragraph.
Columbia Contacts:
Melanie J. Dressel,
President and Chief Executive Officer
(253) 305-1911
Clint E. Stein, Executive
Vice President and Chief Financial Officer
(253) 593-8304
Pacific Continental Contact:
Roger Busse, President and
Chief Executive Officer
(541) 686-8685
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SOURCE Columbia Banking System, Inc.