TACOMA, Wash., Nov. 1, 2017 /PRNewswire/ -- Columbia Banking
System, Inc. (NASDAQ: COLB, "Columbia") today announced the completion of
its acquisition of Pacific Continental Corporation (NASDAQ: PCBK,
"Pacific Continental") the parent company of Pacific Continental
Bank. Immediately following completion of the acquisition, Pacific
Continental Bank was merged with and into Columbia's wholly owned subsidiary, Columbia
State Bank. Effective at the time of the merger, Columbia also appointed Eric Forrest, a former director of Pacific
Continental, to serve on the Boards of Columbia and Columbia State Bank.
Under terms of the transaction agreement, Pacific Continental
shareholders received 0.6430 of a share of Columbia common stock for each share of
Pacific Continental stock. The value of the total deal
consideration was approximately $644.8
million, which includes approximately $637.1 million of Columbia stock issued to Pacific Continental
shareholders and $7.7 million of cash
issued to the holders of options, stock appreciation rights and
restricted stock units.
Hadley Robbins, President and
Chief Executive Officer of Columbia, said, "We are delighted to announce
the completion of our merger with Pacific Continental which
strengthens Columbia's position as
a leading Pacific Northwest regional bank and gives us a presence
in key metropolitan markets. We are pleased to welcome the Pacific
Continental family of customers, employees and shareholders to
Columbia. Together, we look
forward to continuing our mutual commitment to relationship banking
and to building strong relationships with our customers and the
communities we serve."
With the addition of Pacific Continental, on a pro forma
combined basis, Columbia Bank has over $12.0
billion in total assets and over 150 branches throughout
Washington, Oregon and Idaho.
Columbia was advised on 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.
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 eleventh
consecutive year, the bank was named in 2017 as one
of Puget Sound Business Journal's "Washington's Best Workplaces."
Columbia ranked in the top 30 on
the 2017 Forbes list of best banks. More
information about Columbia can be
found on its website at www.columbiabank.com.
Note Regarding 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's
management's expectations regarding future events and developments
such as future operating results, growth in loans and deposits,
continued success of Columbia's
style of banking and the strength of the local economy. The words
"will," "believe," "expect," "intend," "should," and "anticipate"
or the negative of these words or words of similar construction are
intended in part to help identify forward looking statements.
Future events are difficult to predict, and the expectations
described above are necessarily subject to risks and uncertainties,
many of which are outside our control, that may cause actual
results to differ materially and adversely. In addition to
discussions about risks and uncertainties set forth from time to
time in Columbia's filings with
the Securities and Exchange Commission, available at the SEC's
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: (1) local, national and international
economic conditions may be less favorable than expected or have a
more direct and pronounced effect on Columbia than expected and adversely affect
Columbia's ability to continue its
internal growth at historical rates and maintain the quality of its
earning assets; (2) changes in interest rates may reduce interest
margins more than expected and negatively affect funding sources;
(3) projected business increases following strategic expansion or
opening or acquiring new branches may be lower than expected; (4)
costs or difficulties related to the integration of acquisitions
may be greater than expected; (5) competitive pressure among
financial institutions may increase significantly; and (6)
legislation or regulatory requirements or changes may adversely
affect the businesses in which Columbia is engaged. 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 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.
Annualized, pro forma, projected and estimated numbers and
percentages are used for illustrative purposes only, are not
forecasts, and may not reflect actual results.
Columbia Banking System Contacts:
Hadley S.
Robbins, President and Chief Executive Officer
Clint E. Stein, Executive Vice
President and Chief Operating Officer
Investor Relations Contact:
InvestorRelations@columbiabank.com
(253) 305-1921
Media Contact:
Moira Conlon
Financial Profiles, Inc.
(310) 622- 8220
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SOURCE Columbia Banking System, Inc.