ISS and Glass Lewis Proxy Advisory Services Recommend PremierWest Bancorp Shareholders Vote "FOR" Proposed Merger
07 February 2013 - 7:15AM
Marketwired
PremierWest Bancorp (NASDAQ: PRWT) ("PremierWest"), parent company
of PremierWest Bank, today announced that Institutional Shareholder
Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis"),
two of the leading independent U.S. proxy advisory firms, have both
recommended that the company's shareholders vote "FOR" the
proposals in its proxy statement for the special meeting of
shareholders to be held on February 19, 2013.
At the special meeting, PremierWest's shareholders will be asked
to consider and vote on the approval of the Agreement and Plan of
Merger, dated October 29, 2012, among PremierWest, Starbuck
Bancshares, Inc. ("Starbuck") and Pearl Merger Sub Corp., a
wholly-owned subsidiary of Starbuck ("Pearl Merger Sub"), pursuant
to which, subject to the terms and conditions set forth in the
merger agreement, PremierWest will merge with and into Pearl Merger
Sub, with Pearl Merger Sub as the surviving entity. Shareholders
also will be asked to consider and vote on a proposal to adjourn
the special meeting to a later date or dates to permit further
solicitation of proxies in the event there are not sufficient votes
at the time of the special meeting to approve and adopt the merger
proposal.
"After carefully considering all options," stated James M. Ford,
President and CEO, "the Board of Directors and management
determined PremierWest needed to substantially increase its capital
base to meet regulatory requirements and remain competitive. The
Board of Directors concluded that a merger with Starbuck was the
best option for our shareholders. By recommending a vote 'FOR' the
merger, we believe that ISS and Glass Lewis also agree with this
assessment."
All shareholders are encouraged to vote. Because approval of the
merger proposal requires the affirmative vote of at least one-half
of the outstanding shares entitled to vote at the special meeting,
failing to vote or abstaining from voting, either in person or by
proxy, will have the same effect as a vote against approval of the
merger proposal. As a shareholder of record, you may vote in person
at the special meeting. Please note: If
shareholders hold their shares at a brokerage firm, and wish to
vote in person, they must obtain a legal proxy document from their
firm and present it when voting at the meeting. Shareholders are
urged to contact your brokerage firm for instructions on how to
obtain a legal proxy. Ballots will be available at the meeting
for those shareholders whose shares are not held at a brokerage
firm or who obtain a valid legal proxy.
PremierWest's special meeting of shareholders is scheduled to be
held on Tuesday, February 19, 2013, at 1:00 p.m. Pacific, at the
Rogue Valley Country Club located at 2660 Hillcrest Road, Medford,
Oregon, 97504.
ABOUT PREMIERWEST BANCORP
PremierWest Bancorp (NASDAQ: PRWT) is a bank holding company
headquartered in Medford, Oregon, and operates primarily through
its subsidiary, PremierWest Bank. PremierWest Bank offers expanded
banking-related services through its subsidiary, PremierWest
Investment Services, Inc.
PremierWest Bank was created following the merger of the Bank of
Southern Oregon and Douglas National Bank in May 2000. In April
2001, PremierWest Bancorp acquired Timberline Bancshares, Inc. and
its wholly-owned subsidiary, Timberline Community Bank, located in
Siskiyou County in northern California. In January 2004,
PremierWest acquired Mid Valley Bank located in the northern
California counties of Shasta, Tehama and Butte. In January 2008,
PremierWest acquired Stockmans Financial Group, and its
wholly-owned subsidiary, Stockmans Bank, located in the Sacramento,
California area. During the last several years, PremierWest
expanded into Klamath Falls and the Central Oregon communities of
Bend and Redmond, and into Nevada, Yolo and Butte counties in
California.
DISCLOSURE REGARDING FORWARD-LOOKING
STATEMENTS
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. We make forward-looking statements
in this press release about the proposed merger with Pearl Merger
Sub Corp., a wholly-owned subsidiary of Starbuck Bancshares, Inc.
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
PremierWest's filings with the SEC. Such statements are subject to
risks that we may be unable to procure required shareholder and
regulatory approvals. You should not place undue reliance on
forward-looking statements and we undertake no obligation to update
any such statements.
IMPORTANT ADDITIONAL INFORMATION
PremierWest filed a definitive proxy statement with the U.S.
Securities and Exchange Commission on January 4, 2013, in
connection with the proposed merger of PremierWest and an affiliate
of AmericanWest Bank. Shareholders of PremierWest are urged to read
the proxy statement, because it contains important information.
Shareholders can obtain a free copy of the proxy statement, as well
as other filings containing information about PremierWest and the
merger, without charge, at the U.S. Securities and Exchange
Commission's Internet site (www.sec.gov). In addition, copies of
the proxy statement and other filings containing information about
PremierWest and the proposed merger can be obtained, without
charge, by directing a request to PremierWest's Internet site at
www.premierwestbank.com under the heading "About Us" and then under
the heading "Investor Relations." Shareholders and customers may
also contact: James M. Ford, PremierWest President & CEO at
(541) 618-6020 or Jim.Ford@PremierWestBank.com or Doug Biddle,
Executive Vice President & Chief Financial Officer at (541)
282-5391 or Doug.Biddle@PremierWestBank.com.
PROXY SOLICITATION
PremierWest and its directors and executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies from PremierWest
shareholders in respect of the proposed merger. You can find
information about PremierWest's executive officers and directors in
PremierWest's definitive annual proxy statement filed with the U.S.
Securities and Exchange Commission on April 9, 2012. You can obtain
free copies of PremierWest's annual proxy statement, and
PremierWest's proxy statement in connection with the merger by
contacting PremierWest's investor relations department.
Additional Information Contacts: Jim Ford President & Chief
Executive Officer (541) 618-6020 Jim.Ford@PremierWestBank.com Doug
Biddle Executive Vice President & Chief Financial Officer (541)
282-5391 Doug.Biddle@PremierWestBank.com
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