WCBO West Coast Bancorp (MM)

LAKE OSWEGO, Ore., June 16 /PRNewswire-FirstCall/ -- West Coast Bancorp (NASDAQ:WCBO) today announced the per share merger consideration for its pending acquisition of Mid-Valley Bank (OTC:MVBO.OB) (BULLETIN BOARD: MVBO.OB) headquartered in Woodburn, Oregon. The per share merger consideration to be paid to Mid-Valley Bank shareholders is $19.19. This per share merger consideration is based on a market value of $27.97 per share for West Coast Bancorp common stock, which is the average of the closing prices for West Coast Bancorp shares for the ten consecutive trading days ending June 15, 2006 (the valuation method specified in the merger agreement). Assuming that no additional shares of Mid-Valley Bank stock are issued prior to the closing of the merger transaction, the exchange ratio for the stock consideration will be 0.6861 shares of West Coast Bancorp common stock for each Mid-Valley Bank share, the cash consideration will be $19.19 for each Mid-Valley Bank share, the total number of West Coast Bancorp shares issued in the merger will be approximately 607,815 and the total amount of cash consideration, excluding cash paid to Mid-Valley Bank option holders and cash paid in lieu of fractional shares, will be $5.0 million. In addition, approximately $3.6 million will be paid in cash to Mid-Valley Bank option holders upon surrender of their options. Based on the West Coast Bancorp average closing price stated above, the total value of the merger consideration payable to Mid-Valley Bank's shareholders and option holders is approximately $25.6 million. The merger transaction has received approval from applicable federal and state bank regulators and is expected to close on June 23, 2006, following expiration of the 15-day antitrust waiting period. West Coast Bancorp, one of Oregon Business Magazine's 100 Best Companies to Work For, is a Northwest bank holding company with $2.0 billion in assets, operating 52 offices in Oregon and Washington. The Company combines the sophisticated products and expertise of larger banks with the local decision making, market knowledge and customer service of a community bank. For more information, visit the Company website at http://www.wcb.com/. Mid-Valley Bank operates along Interstate 5 in the Willamette Valley with four full-service branches in Woodburn (2), Wilsonville and Mt. Angel. For more information about Mid-Valley Bank, visit its website at http://www.mvboregon.com/. Forward Looking Statements: Statements in this release regarding future events, performance or results, including the anticipated effect of the proposed merger on financial results and operations, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA") and are made pursuant to the safe harbors of the PSLRA. Actual results could be quite different from those expressed or implied by the forward-looking statements. Factors that could cause results to differ from forward-looking statements include, among others: failure of the proposed merger transaction to receive final regulatory approvals; a change in the number of shares of Mid-Valley Bank common stock outstanding; difficulties in integrating the acquired bank with existing operations or retaining customers and employees; and higher-than-expected merger and integration-related expenses. Readers are cautioned not to place undue reliance on the forward-looking statements, which reflect management's analysis only as of the date of this release. Readers should carefully review the disclosures West Coast Bancorp files from time to time with the Securities and Exchange Commission. West Coast Bancorp undertakes no obligation to publicly revise or update the forward-looking statements to reflect events or circumstances that arise after the date of this release. DATASOURCE: West Coast Bancorp CONTACT: Robert D. Sznewajs, President & CEO of West Coast Bancorp, +1-503-598-3243; or Don R. Judson, President & CEO of Mid-Valley Bank, +1-503-980-2320 Web site: http://www.wcb.com/ http://www.mvboregon.com/

Copyright