TACOMA, Wash. and SANDPOINT, Idaho, July
23, 2014 /PRNewswire/ -- Columbia Banking System, Inc.
(NASDAQ: COLB, "Columbia") and
Intermountain Community Bancorp (NASDAQ: IMCB, "Intermountain")
today jointly announced the signing of a definitive agreement to
merge Intermountain into Columbia
in a stock and cash transaction valued at approximately
$121.5 million or approximately
$18.22 per share based on
Columbia's July 23, 2014 stock price. The combined
company will have approximately $8.2
billion in assets with over 150 branches throughout
Washington, Oregon and Idaho.
"We are delighted that Intermountain has agreed to join and grow
with Columbia by continuing to
build on the market share they have already established," said
Melanie J. Dressel, President and
Chief Executive Officer of Columbia. "We have stated for many
years that it has long been our strategy to become the premier
Pacific Northwest regional community bank. We have always
felt that Idaho was an important
part of that strategy and Intermountain, with their statewide
presence, provides us with a substantial base to serve the
Idaho market. We see this as
an exciting opportunity for both companies, our shareholders, and
our respective teams of bankers. Both Intermountain and
Columbia share a strong commitment
to the communities we serve. I would also like to add that we
are pleased that Curt Hecker,
President and CEO of Intermountain, will be continuing on with
Columbia to help lead our
Idaho expansion. In
addition, at closing, one current community-based director from
Intermountain will join the board of Columbia."
"This partnership with Columbia Bank is a wonderful opportunity
to expand our mission with a recognized leader in community banking
in the Northwest," said Mr. Hecker. "Our outstanding customer
service, community focus and institutional mission will continue
with Columbia. Together, we will provide industry-leading
expertise and resources in community banking throughout the
Northwest. We believe the united institution will provide a
host of benefits to our shareholders, customers and employees."
Under the terms of the merger agreement, Intermountain
shareholders are entitled to receive 0.6426 shares of Columbia
common stock and $2.2930 in cash for
each share of Intermountain stock. Based on Columbia's closing stock price as of
July 23, 2014, the merger
consideration is valued at $18.22 per
share. The value of the merger consideration will fluctuate
based on the value of Columbia's
stock until closing. Subject to proration procedures,
Intermountain shareholders can elect to receive consideration
consisting of all stock, all cash or a combination of stock and
cash. At closing, Intermountain shareholders will own
approximately 7.4% of the combined company.
Closing of the transaction is contingent on the approval of
Intermountain shareholders and receipt of necessary regulatory
approvals along with satisfaction of other typical closing
conditions. The agreement was approved by the Board of
Directors of each company. In addition, the two largest
shareholders of Intermountain, among others, have already agreed to
vote in favor of the merger.
Contingent upon receipt of regulatory approvals the acquisition
is expected to close in the fourth quarter of 2014 and to be
immediately accretive to Columbia's earnings per share. At
closing, Columbia anticipates
tangible book value per share dilution of approximately 1% which is
expected to be earned back in approximately three years, and
current financial modeling of the merger indicates an internal rate
of return in excess of 15%.
Columbia was advised in this
transaction by Keefe, Bruyette & Woods, a Stifel Company, as
financial advisor and Sullivan & Cromwell LLP, as legal
counsel. Intermountain was advised by Sandler O'Neill +
Partners, L.P., as financial advisor, and Graham & Dunn PC, as
legal counsel.
Conference Call: Thursday, July
24th at 9:00 a.m. PDT
Columbia and Intermountain will
hold a joint conference call regarding this announcement on
Thursday, July 24, 2014 at
9:00 a.m. PDT. Those wishing to
participate in the call may dial (866) 378-3802; Conference ID code
#71565968. The investor presentation for this transaction can be
accessed prior to the call at Columbia's website at www.columbiabank.com and
clicking on the Intermountain logo in the lower right hand corner
of the home page. A replay of the call will be available
through midnight PDT July 31, 2014 by calling (855) 859-2056 and
entering Conference ID code #71565968.
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 seventh consecutive year, the bank was
named in 2013 as one of Puget Sound Business
Journal's "Washington's Best Workplaces." More
information about Columbia can be
found on its website at www.columbiabank.com
About Intermountain
Intermountain is headquartered in Sandpoint, Idaho, and operates as four
separate divisions with nineteen banking locations in three states.
Its banking subsidiary, Panhandle State Bank, offers
financial services through northern Idaho offices in Sandpoint, Ponderay, Bonners
Ferry, Priest River, Coeur
d'Alene, Post Falls, Rathdrum and Kellogg. Intermountain
Community Bank, a division of Panhandle State Bank, operates
branches in southwest Idaho in
Weiser, Payette, Nampa, Caldwell and Fruitland, as well as in Ontario, Oregon. Intermountain Community
Bank Washington, a division of Panhandle State Bank, operates
branches in downtown Spokane and
Spokane Valley, Washington. Magic Valley Bank, a division of
Panhandle State Bank, operates branches in Twin Falls and Gooding, Idaho. Additional information
on Intermountain Community Bancorp, and its internet banking
services, can be found at www.intermountainbank.com.
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 Intermountain'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 Intermountain 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 Intermountain, 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
Intermountain 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 Intermountain operate; (iv) the ability to promptly and
effectively integrate the businesses of Columbia and Intermountain; (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 Intermountain'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
Intermountain'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
In connection with the proposed transaction, Columbia will file with the SEC a Registration
Statement on Form S-4 that will include a Proxy Statement of
Intermountain and a Prospectus of Columbia, as well as other relevant documents
concerning the proposed transaction. Shareholders of
Columbia and Intermountain are
urged to read the Registration Statement and the 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 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. Intermountain
shareholders are urged to read the 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 Intermountain by accessing Intermountain's website at
www.intermountainbank.com under the link to "About Us" and then the
link to "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
Intermountain Community Bancorp, 414 Church Street, P.O. Box 967,
Sandpoint, Idaho 83864.
PARTICIPANTS IN THE SOLICITATION
Intermountain and Columbia and
certain of their directors and executive officers and certain other
persons may be deemed to be participants in the solicitation of
proxies from the shareholders of Intermountain in connection with
the merger. Information about the directors and executive
officers of Intermountain and their ownership of Intermountain
common stock is set forth in the proxy statement for
Intermountain's 2014 annual meeting of shareholders, as filed with
the SEC on a Schedule 14A on March
12, 2014. 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
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
|
|
|
Intermountain
Contact:
|
Curt Hecker,
President and
|
|
Chief Executive
Officer
|
|
(208)
265-3300
|
Logo -
http://photos.prnewswire.com/prnh/20130708/SF43770LOGO
SOURCE Columbia Banking System, Inc.