TACOMA, Wash. and LAKE OSWEGO, Ore., Sept. 26, 2012 /PRNewswire/ -- Columbia
Banking System, Inc. (NASDAQ: COLB, "Columbia") and West Coast Bancorp (NASDAQ:
WCBO, "West Coast") today jointly announced that the companies have
agreed to combine their two leading Pacific Northwest community
bank franchises in a transaction valued at approximately
$506 million. The combined
company will have approximately $7.2
billion in assets with over 150 branches throughout
Washington and Oregon and will rank number 1 in deposit
market share amongst commercial community banks in the combined
states of Washington and
Oregon.
"We are very pleased that West Coast has agreed to join and grow
with Columbia," said Melanie J. Dressel, President and Chief
Executive Officer of Columbia. "We see this as an exciting
opportunity for both companies, our shareholders, customers and
employees to create the Premier Community Banking Franchise in the
Pacific Northwest. On a combined basis, we will have
extensive coverage throughout Washington and Oregon, including serving all major MSAs."
Robert D. Sznewajs, President and
Chief Executive Officer of West Coast commented, "This merger is a
rare fit of two high quality organizations with similar business
models, cultures and values. We think the transaction will
provide outstanding benefits to our customers, communities,
shareholders, and other constituencies, along with enhancing our
proven approach to community banking."
The merger is expected to be immediately accretive to
Columbia's earnings per share with
an IRR in excess of 15%. Anticipated cost savings are
expected to be approximately 25% of the operating expense base of
West Coast, with 50% being realized in 2013 and 100% being realized
thereafter.
The transaction is expected to be completed in the first quarter
of 2013, after obtaining the approval of the shareholders of each
company and receipt of necessary regulatory approvals. The
agreement was unanimously approved by the Board of Directors of
each company. In addition, shareholders of West Coast owning
or controlling approximately 22% in the aggregate of the currently
outstanding shares of West Coast have already agreed to vote in
favor of the merger.
Under the terms of the merger agreement West Coast shareholders
can elect, subject to allocation procedures, to receive either
Columbia common stock, cash, or a
combination of both stock and cash for each share of West Coast
stock. Aggregate consideration offered in exchange for all of
West Coast's capital securities consists of a fixed amount of cash
totaling approximately $264.5 million
and a fixed amount of Columbia
common stock totaling approximately 12.8 million shares. The
value received by West Coast shareholders on a per share basis will
fluctuate based on Columbia's
stock price. Based on Columbia's closing stock price of $18.85 on September
25, West Coast shareholders would have received
consideration valued at approximately $23.10 per share. West Coast shareholders
will own approximately 24% of the common stock of the combined
company.
One independent member of West Coast's current Board of
Directors will be invited to join Columbia's Board of Directors. Mr.
Sznewajs will assist with the transition process and plans to
retire after the integration is successfully underway.
Hadley S. Robbins, West Coast's
current Chief Credit Officer, will become the Group Manager for the
State of Oregon for Columbia Bank
after the close of the transaction, with responsibilities for all
commercial and retail banking operations within the State.
Columbia was advised in this
transaction by Keefe, Bruyette & Woods, Inc., as financial
advisor and Graham & Dunn PC, as legal counsel. West
Coast was advised by Sandler O'Neill + Partners, L.P., as financial
advisor and Wachtell, Lipton, Rosen & Katz, as legal
counsel.
Conference Call: Wednesday,
September 26th at 9 a.m.
PDT
Columbia and West Coast will
hold a joint conference call regarding this announcement today,
Wednesday, September 26, 2012 at
9:00 a.m. PDT. Those wishing to
participate in the call may dial (866) 378-3802; Conference ID code
#34476274. The investor presentation for this transaction can be
accessed at Columbia's website at
www.columbiabank.com and clicking on the West Coast Bank logo in
the lower right hand corner of the home page. A replay of the
call will be available through midnight
PDT October 26, 2012 by
calling (855) 859-2056 and entering Conference ID code
#34476274.
About Columbia
Headquartered in Tacoma,
Washington, Columbia Banking System, Inc. is the holding
Company of Columbia State Bank, a Washington state-chartered full-service
commercial bank. For the sixth consecutive year, the bank was
named in 2012 as one of Puget Sound Business Journal's
"Washington's Best
Workplaces."
Columbia Banking System has 101 banking offices, including 76
branches in Washington State and
25 branches in Oregon. Columbia
Bank does business under the Bank of Astoria name in Astoria, Warrenton, Seaside, Cannon
Beach, Manzanita and
Tillamook in Oregon. More information about Columbia can be found on its website at
www.columbiabank.com.
About West Coast
West Coast Bancorp is a publicly held, Northwest bank holding
company headquartered in Oregon
with $2.4 billion in assets, and the
parent company of West Coast Bank and West Coast Trust Company,
Inc. West Coast Bank operates 58 branches in Oregon and Washington. The Company serves clients who
seek the resources, sophisticated products and expertise of larger
financial institutions, along with the local decision-making,
market knowledge, and customer service orientation of a community
bank. The Company offers a broad range of banking, investment,
fiduciary and trust services. For more information, please visit
the Company web site at www.wcb.com.
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause Columbia's or West Coast'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 West Coast assumes
any duty to update 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 West Coast, 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 West
Coast 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 West Coast operate;
(iv) the ability to promptly and effectively integrate the
businesses of Columbia and West
Coast; (v) the reaction to the transaction of the companies'
customers, employees and counterparties; and (vi) diversion of
management time on merger-related issues. For more information, see
the risk factors described in each of Columbia's and West Coast's Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and other filings with
the Securities and Exchange Commission (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
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 West Coast and a
Prospectus of Columbia, as well as
other relevant documents concerning the proposed transaction.
Shareholders of Columbia and West
Coast are urged to read the Registration Statement and the Joint
Proxy Statement/Prospectus regarding the transaction when it
becomes 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. 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. Shareholders are urged
to read the Joint Proxy Statement and the other relevant materials
before voting on the transaction.
Investors will also be able to obtain these documents, free of
charge, from West Coast by accessing West Coast's website at
www.wcb.com under the heading "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 West Coast Bancorp, 5335 Meadows Road, Suite 201, Lake Oswego, Oregon 97035.
PARTICIPANTS IN THE SOLICITATION
West Coast and Columbia and
certain of their directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of West Coast and Columbia in connection with the merger.
Information about the directors and executive officers of West
Coast and their ownership of West Coast common stock is set forth
in the proxy statement for West Coast's 2012 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on
March 13, 2012. 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
2012 annual meeting of shareholders, as filed with the SEC on a
Schedule 14A on March 22, 2012.
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 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
|
West Coast
Contact:
|
Robert
D. Sznewajs, President and
|
|
Chief
Executive Officer
|
|
(503)
598-3243
|
SOURCE Columbia Banking System, Inc.; West Coast Bancorp