PremierWest Bancorp Outlines Reasons for, and Urges All Shareholders to Vote "FOR," the Proposed Merger
February 13 2013 - 6:15PM
Marketwired
PremierWest Bancorp (NASDAQ: PRWT) ("PremierWest"), parent company
of PremierWest Bank, today outlined the primary reasons for its
Board of Directors' recommendation to the company's shareholders to
vote "FOR" the proposals in its proxy statement for the upcoming
Special Meeting of shareholders. This meeting will be held on
Tuesday, February 19, 2013 at 1:00 p.m. Pacific Time at the Rogue
Valley Country Club located at 2660 Hillcrest Road, Medford, Oregon
97504. At the Special Meeting the shareholders are being asked to
consider and vote on the approval of the Agreement and Plan of
Merger, dated October 29, 2012, among PremierWest, Starbuck
Bancshares, Inc. ("Starbuck") and Pearl Merger Sub Corp, pursuant
to which PremierWest will merge with and into Pearl Merger Sub
Corp., with Pearl Merger Sub Corp. as the surviving entity.
The Board of Directors of PremierWest determined that the
proposed merger is in the best interests of PremierWest and its
shareholders and recommends a vote "FOR" the proposed merger, in
part, for the following reasons:
- PremierWest needs to substantially increase its capital base to
meet regulatory requirements, resolve remaining credit issues and
remain competitive;
- Efforts to raise capital from private equity and institutional
investors have not been acceptable to the US Treasury as our
preferred shareholder through the TARP program and any capital
raise would be highly dilutive to existing shareholders;
- Despite significant efforts, no other acquirer stepped forward
with an offer to acquire PremierWest at a value that was higher
than that being offered by Starbuck; and
- Starbuck will pay-off or assume PremierWest's obligations under
its $30.9 million of junior subordinated debentures issued in
connection with its trust preferred securities ("TruPS"). If the
merger is not completed, the twenty quarter permissible deferral
period for payments on the TruPS will expire in the fourth quarter
of 2014, and if our Consent Order with state and federal regulators
remains in effect and we are unable to obtain consent from our
regulators to pay accrued interest at the end of the permissible
deferral period, we would default on the TruPS.
PremierWest shareholders are urged to read the full definitive
proxy statement filed by PremierWest with the U.S. Securities and
Exchange Commission on January 4, 2013 and previously sent to
shareholders for additional information regarding the proposed
merger.
If you haven't already voted, we encourage you to vote.
Shareholders of record may vote in person at the Special Meeting.
Please note: If you hold your shares at a
brokerage firm, and you wish to vote in person, you must obtain a
legal proxy document from your firm and present it at the time you
vote at the meeting. Contact your brokerage firm for instructions
on how to obtain a legal proxy. Ballots will be available at
the meeting for those shareholders whose shares are not held at a
brokerage firm or who hold a valid legal proxy.
If you have any questions or need any assistance voting your
shares, please call Georgeson Inc., PremierWest's proxy solicitor,
toll-free at 1-877-278-9670.
IMPORTANT ADDITIONAL INFORMATION
PremierWest filed a definitive proxy statement with the U.S.
Securities and Exchange Commission on January 4, 2013, in
connection with the proposed merger of PremierWest and an affiliate
of AmericanWest Bank. Shareholders of PremierWest are urged to read
the proxy statement, because it contains important information.
Shareholders can obtain a free copy of the proxy statement, as well
as other filings containing information about PremierWest and the
merger, without charge, at the U.S. Securities and Exchange
Commission's Internet site (www.sec.gov). In addition, copies of
the proxy statement and other filings containing information about
PremierWest and the proposed merger can be obtained, without
charge, by directing a request to PremierWest's Internet site at
www.premierwestbank.com under the heading "About Us" and then under
the heading "Investor Relations." Shareholders and customers may
also contact: James M. Ford, PremierWest President & CEO at
(541) 618-6020 or Jim.Ford@PremierWestBank.com or Doug Biddle,
Executive Vice President & Chief Financial Officer at (541)
282-5391 or Doug.Biddle@PremierWestBank.com.
ABOUT PREMIERWEST BANCORP
PremierWest Bancorp (NASDAQ: PRWT) is a bank holding company
headquartered in Medford, Oregon, and operates primarily through
its subsidiary, PremierWest Bank. PremierWest Bank offers expanded
banking-related services through its subsidiary, PremierWest
Investment Services, Inc.
PremierWest Bank was created following the merger of the Bank of
Southern Oregon and Douglas National Bank in May 2000. In April
2001, PremierWest Bancorp acquired Timberline Bancshares, Inc. and
its wholly-owned subsidiary, Timberline Community Bank, located in
Siskiyou County in northern California. In January 2004,
PremierWest acquired Mid Valley Bank located in the northern
California counties of Shasta, Tehama and Butte. In January 2008,
PremierWest acquired Stockmans Financial Group, and its
wholly-owned subsidiary, Stockmans Bank, located in the Sacramento,
California area. During the last several years, PremierWest
expanded into Klamath Falls and the Central Oregon communities of
Bend and Redmond, and into Nevada, Yolo and Butte counties in
California.
DISCLOSURE REGARDING FORWARD-LOOKING
STATEMENTS
This press release includes forward-looking statements within
the meaning of the "Safe-Harbor" provisions of the Private
Securities Litigation Reform Act of 1995, which management believes
are a benefit to shareholders. We make forward-looking statements
in this press release about the proposed merger with Pearl Merger
Sub Corp., a wholly-owned subsidiary of Starbuck Bancshares, Inc.
These statements are necessarily subject to risk and uncertainty
and actual results could differ materially due to certain risk
factors, including those set forth from time to time in
PremierWest's filings with the SEC. Such statements are subject to
risks that we may be unable to procure required shareholder and
regulatory approvals. You should not place undue reliance on
forward-looking statements and we undertake no obligation to update
any such statements.
PROXY SOLICITATION
PremierWest and its directors and executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies from PremierWest
shareholders in respect of the proposed merger. You can find
information about PremierWest's executive officers and directors in
PremierWest's definitive annual proxy statement filed with the U.S.
Securities and Exchange Commission on April 9, 2012. You can obtain
free copies of PremierWest's annual proxy statement, and
PremierWest's proxy statement in connection with the merger by
contacting PremierWest's investor relations department.
Additional Information Contacts: Jim Ford President & Chief
Executive Officer (541) 618-6020 Jim.Ford@PremierWestBank.com Doug
Biddle Executive Vice President & Chief Financial Officer (541)
282-5391 Doug.Biddle@PremierWestBank.com
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