ISS Proxy Advisory Services and Glass Lewis Recommend Cascade Financial Shareholders Vote "FOR" Proposed Merger
May 17 2011 - 9:00AM
Cascade Financial Corporation ("Cascade Financial") (Nasdaq:CASB),
the parent company of Cascade Bank, today announced that
Institutional Shareholder Services Inc. ("ISS") and Glass Lewis
& Co., two of the leading independent U.S. proxy advisory
firms, have both recommended that the company's shareholders vote
"FOR" the proposals in its proxy statement for the special meeting
of shareholders to be held on May 31, 2011.
At the special meeting, Cascade Financial's shareholders will be
asked to consider and vote on the approval of the Agreement and
Plan of Reorganization (the "Merger Agreement"), entered into on
March 3, 2011, among Cascade Financial, Cascade Bank and Opus Bank,
Irvine, California, providing for Opus Bank to acquire Cascade
Financial and its principal operating subsidiary, Cascade Bank, and
for the merger of Cascade Bank into Opus Bank. Shareholders also
will be asked to consider and vote on a proposal to adjourn the
special meeting to a later date or dates to permit further
solicitation of proxies in the event there are not sufficient votes
at the time of the special meeting to approve and adopt the Merger
Agreement.
"The economic recession severely impacted the Snohomish County
area and Cascade Bank," stated Carol K. Nelson, President and CEO.
"After carefully considering all options, the Board of Directors
and management determined Cascade Bank needed to substantially
increase its capital base to meet regulatory requirements and
remain competitive. The merger with Opus Bank was the best option
for our shareholders. By recommending a vote "FOR" the merger, we
believe that ISS and Glass Lewis also agree with this
assessment."
All shareholders of Cascade Financial are encouraged to vote.
Because approval of the merger proposal requires the affirmative
vote of at least two-thirds of the outstanding shares entitled to
vote at the special meeting, failing to vote or abstaining from
voting, either in person or by proxy, will have the same effect as
a vote against approval of the merger proposal. Cascade Financial's
special meeting of shareholders is scheduled to be held on Tuesday,
May 31, 2011 at 3:00 p.m., Pacific Time, at the Edward D. Hansen
Conference Center at Comcast Arena, 2000 Hewitt Avenue, Everett,
Washington 98201.
About Cascade Financial
Established in 1916, Cascade Bank, the only operating subsidiary
of Cascade Financial, is a state chartered commercial bank
headquartered in Everett, Washington. Cascade Bank maintains an
"Outstanding" CRA rating and has proudly served the Puget Sound
region for over 90 years. Cascade Bank operates 22 full service
branches in Everett, Lynnwood, Marysville, Mukilteo, Shoreline,
Smokey Point, Issaquah, Clearview, Woodinville, Lake Stevens,
Bellevue, Snohomish, North Bend, Burlington and
Edmonds.
Additional Information and Where to Find It
Cascade Financial has filed with the Securities and Exchange
Commission ("SEC") a definitive proxy statement and other relevant
materials in connection with the Merger described above. The
definitive proxy statement has been sent to the shareholders of
Cascade Financial. Before making any voting decision with
respect to the Merger, shareholders are urged to read the proxy
statement and the other relevant materials because they contain
important information about the Merger. The proxy statement and
other relevant materials and any other documents filed by Cascade
Financial with the SEC, may be obtained free of charge at the SEC's
website at http://www.sec.gov or at Cascade Financial's website at
http://www.cascadebank.com under the tab "Shareholder Information."
In addition, shareholders may obtain free copies of the documents
filed with the SEC by calling Advantage Proxy toll-free at (877)
870-8565.
Participants in the Solicitation
Cascade Financial and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from
the shareholders of Cascade Financial in connection with the
Merger. Information about the directors and executive officers of
Cascade Financial is set forth in its proxy statement on Schedule
14A filed with the SEC on May 17, 2010 and Cascade Financial's
Annual Report on Form 10-K filed on March 25, 2011. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Merger is included
in the definitive proxy statement filed by Cascade Financial with
the SEC on April 18, 2011.
Forward-Looking Statements
This news release contains statements that are forward-looking
as defined in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are provided to assist in the
understanding of anticipated future financial results. However,
such forward-looking statements involve risks and uncertainties
relating to interest rates, approval and completion of the merger
with Opus Bank, regulatory enforcement actions to which Cascade
Financial and Cascade Bank are currently and may in the future be
subject, inability to attract and retain deposits, changes in
capital classifications, changes in the level of nonperforming
assets and charge-offs, and general market risks. For a discussion
of certain factors that may cause such forward-looking statements
to differ materially from Cascade Financial's actual results, see
the company's Annual Report on Form 10-K for the year ended
December 31, 2010, the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2011, and other reports filed with the
Securities and Exchange Commission. Further, any forward-looking
statement speaks only as of the date on which it is made, and we
undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated
events.
CONTACT: Investor Contacts:
Carol K. Nelson, CEO
Debra L. Johnson, CFO
Cascade Bank
425.339.5500
www.cascadebank.com
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