Sterling Financial Corporation of Spokane, WA, and Northern Empire Bancshares of Santa Rosa, CA, Shareholders Approve Merger
21 Fevereiro 2007 - 8:30PM
PR Newswire (US)
SPOKANE, Wash. and SANTA ROSA, Calif., Feb. 21
/PRNewswire-FirstCall/ -- Sterling Financial Corporation
("Sterling") (NASDAQ:STSA) and Northern Empire Bancshares
("Northern Empire") (NASDAQ:NREB) today announced that shareholders
of both Sterling and Northern Empire have approved the proposed
acquisition of Northern Empire by Sterling. Approvals were obtained
at special meetings of Northern Empire and Sterling shareholders
held on February 20, 2007 and February 21, 2007, respectively.
Under the terms of the merger agreement, which has been unanimously
approved by the Boards of Directors of both companies, each share
of Northern Empire common stock will be converted into the right to
receive 0.8050 shares of Sterling common stock and $2.71 in cash,
subject to certain conditions. The transaction remains subject to
customary closing conditions, and is expected to close on February
28, 2007. The last day of trading on the NASDAQ Stock Market for
Northern Empire will be the merger closing date. ABOUT STERLING
Sterling Financial Corporation of Spokane, Washington, is a bank
holding company of which the principal operating subsidiaries are
Sterling Savings Bank and Golf Savings Bank. Sterling Savings Bank
is a Washington State- chartered, federally insured commercial
bank, which opened in April 1983 as a stock savings and loan
association. Sterling Savings Bank, based in Spokane, Washington,
has financial service centers throughout Washington, Oregon, Idaho
and Montana. Through Sterling Savings Bank's wholly owned
subsidiaries, Action Mortgage Company and INTERVEST-Mortgage
Investment Company, it operates loan production offices throughout
the western region. Sterling Savings Bank's subsidiary Harbor
Financial Services provides non-bank investments, including mutual
funds, variable annuities and tax-deferred annuities and other
investment products through regional representatives throughout
Sterling Savings Bank's branch network. Golf Savings Bank is a
Washington State-chartered and FDIC insured savings bank. Golf
Savings Bank's primary focus is the origination of single-family
residential mortgage loans. ABOUT NORTHERN EMPIRE BANCSHARES
Northern Empire Bancshares operates as the holding company for
Sonoma National Bank, which provides commercial banking services in
northern California. The bank provides non-interest bearing demand,
non-interest bearing savings, interest bearing transaction
accounts, time certificates, checking deposits, certificates of
deposit and other time certificates. Its loan portfolio comprises
real estate mortgage loans, real estate construction loans,
commercial loans, consumer installment loans and commercial loans
guaranteed by the Small Business Administration. As of February 20,
2007, the bank operated 13 banking offices in Sonoma, Marin and
Contra Costa counties, California. The company was incorporated in
1982 and is based in Santa Rosa, California. ADDITIONAL INFORMATION
ABOUT THE STERLING - NORTHERN EMPIRE TRANSACTION AND WHERE TO FIND
IT On January 10, 2007, Sterling filed an amended registration
statement on Form S-4 with the Securities and Exchange Commission
("SEC"), and on January 17, 2007, Sterling and Northern Empire
mailed a proxy statement/prospectus to their respective security
holders containing information about the transaction. In addition
to the registration statement filed by Sterling and the proxy
statement/prospectus mailed to the security holders of Sterling and
Northern Empire, Sterling and Northern Empire file annual,
quarterly and current reports, proxy statements and other
information with the SEC. Investors and security holders may obtain
a free copy of the proxy statement/prospectus and other relevant
documents (when they become available) and any other documents
filed with the SEC at its website at http://www.sec.gov/. The
documents filed by Sterling may also be obtained free of charge
from Sterling by requesting them in writing at Sterling Financial
Corporation, 111 North Wall Street, Spokane, WA 99201, or by
telephone at (509) 227-5389. In addition, investors and security
holders may access copies of the documents filed with the SEC by
Sterling on its website at
http://www.sterlingfinancialcorporation-spokane.com/. The documents
filed by Northern Empire may also be obtained by requesting them in
writing at Northern Empire Bancshares, 801 Fourth Street, Santa
Rosa, CA 95404, or by telephone at (707) 591-9000. In addition,
investors and security holders may access copies of the documents
filed with the SEC by Northern Empire on its website at
http://www.snbank.com/. FORWARD-LOOKING STATEMENTS This press
release contains 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,
statements about: (i) the benefits of the merger between Sterling
and Northern Empire, including future financial and operating
results, cost savings, enhancements to revenue and accretion to
reported earnings that may be realized from the merger; (ii)
Sterling's and Northern Empire's plans, objectives, expectations
and intentions and other statements contained in this presentation
that are not historical facts; and (iii) other statements
identified by words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," or words of similar
meaning generally intended to identify forward-looking statements.
These forward-looking statements are based upon the current beliefs
and expectations of the managements of Sterling and Northern
Empire, and are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are beyond management's control. In addition, these
forward-looking statements are subject to assumptions with respect
to future business strategies and decisions that are subject to
change. Actual results may differ materially from the anticipated
results discussed in these forward-looking statements because of
numerous possible uncertainties. The following factors, among
others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of Sterling and
Northern Empire may not be combined successfully, or such
combination may take longer, be more difficult, time-consuming or
costly to accomplish than expected; (2) the expected growth
opportunities or cost savings from the merger may not be fully
realized or may take longer to realize than expected; (3) operating
costs, customer losses and business disruption following the
merger, including adverse effects on relationships with employees,
may be greater than expected; (4) adverse governmental or
regulatory policies may be enacted; (5) the interest rate
environment may further compress margins and adversely affect net
interest income; (6) results may be adversely affected by continued
diversification of assets and adverse changes to credit quality;
(7) competition from other financial services companies in
Sterling's and Northern Empire's markets could adversely affect
operations; and (8) an economic slowdown could adversely affect
credit quality and loan originations. Additional factors, that
could cause actual results to differ materially from those
expressed in the forward-looking statements are discussed in
Sterling's and Northern Empire's reports (such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K) filed with the SEC and available on the SEC's website at
http://www.sec.gov/. The documents filed by Sterling, may also be
obtained free of charge from Sterling by requesting them in writing
at Sterling Financial Corporation, 111 North Wall Street, Spokane,
WA 99201, or by telephone at (509) 227-5389. In addition, investors
and security holders may access copies of the documents filed with
the SEC by Sterling on its website at
http://www.sterlingfinancialcorporation-spokane.com/. The documents
filed by Northern Empire may also be obtained by requesting them in
writing at Northern Empire Bancshares, 801 Fourth Street, Santa
Rosa, CA 95404, or by telephone at (707) 591-9000. In addition,
investors and security holders may access copies of the documents
filed with the SEC by Northern Empire on its website at
http://www.snbank.com/. Sterling and Northern Empire caution that
the foregoing list of factors is not exclusive. All subsequent
written and oral forward-looking statements concerning the proposed
transaction or other matters attributable to Sterling or Northern
Empire or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above. Sterling and
Northern Empire do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that
occur after the date the forward-looking statements are made.
Sterling Contacts: Sterling Financial Corporation Harold B. Gilkey
Chairman and Chief Executive Officer 509-354-8186 Daniel G. Byrne
EVP, Chief Financial Officer 509-458-3711 Media Contact: Jennifer
Lutz Public Relations Specialist 509-458-2711 Extension 6545
Northern Empire Contact: Northern Empire Bancshares Deborah A.
Meekins Chief Executive Officer 707-591-9000 DATASOURCE: Sterling
Financial Corporation CONTACT: Harold B. Gilkey, Chairman and Chief
Executive Officer, +1-509-354-8186, or Daniel G. Byrne, EVP, Chief
Financial Officer, +1-509-458-3711, both of Sterling Financial
Corporation; or Jennifer Lutz, Public Relations Specialist,
+1-509-458-2711, ext. 6545, for Sterling Financial Corporation; or
Deborah A. Meekins, Chief Executive Officer of Northern Empire
Bancshares, +1-707-591-9000 Web site:
http://www.sterlingsavingsbank.com/ http://www.snbank.com/
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