Columbia Banking System and West Coast Bancorp Announce Shareholder Approval of Merger and Election Deadline
March 18 2013 - 8:20PM
Columbia Banking System, Inc. (Nasdaq:COLB)
(
"Columbia") and West Coast Bancorp (Nasdaq:WCBO)
(
"West Coast") today jointly announced that both
Columbia and West Coast shareholders approved the completion of
their previously announced merger, under which Columbia will
acquire West Coast, at their respective special meetings of
shareholders held earlier today. The merger between the two
companies had been earlier approved by both companies' boards of
directors. More than 99% of the shares voting at West Coast's
special meeting voted in favor of the merger, representing more
than 84% of all outstanding West Coast shares. In addition, more
than 95% of the shares voting at Columbia's special meeting voted
in favor of the issuance of Columbia's common stock in connection
with the merger, representing more than 82% of all outstanding
Columbia shares. "We are excited that the shareholders of
both companies recognized the significant value created from this
combination by approving the merger between Columbia and West
Coast," said Melanie Dressel, President and Chief Executive Officer
of Columbia. "We are moving forward to satisfy all necessary
closing conditions and look forward to completing the transaction."
Columbia and West Coast also announced today that the deadline for
West Coast shareholders to elect the form of consideration that
they will receive upon the closing of the merger has been set for
5:00 P.M. Pacific Daylight Time on March 24, 2013
(the
"Election Deadline"). Elections can be made
by mailing a completed form of election (the
"Election
Statement"), which was previously mailed to each West
Coast shareholder, to American Stock Transfer & Trust Company,
LLC Operations Center, Attn: Reorganization Department P.O. Box
2042 New York, New York 10272-2042. All inquiries with
respect to the completion of the Election Statement, including
requests for additional copies of the Election Statement, may be
made directly to the Exchange Agent at (877) 248-6417 or (718)
921-8317. If you hold shares of West Coast stock through a
broker, bank, trustee, or other nominee, you should contact your
broker, bank, trustee or other nominee for instructions on how to
make an election or with questions and inquiries with respect to
the completion of the Election Statement. Upon completion of the
merger, each share of West Coast common stock will be converted
into the right to receive merger consideration consisting of shares
of Columbia common stock or cash, or a unit consisting of a mix of
Columbia common stock and cash, pursuant to the terms of the merger
agreement. If a West Coast shareholder fails to submit an
Election Statement that is received by the Exchange Agent prior to
the Election Deadline, or if an Election Statement is improperly
completed and/or is not signed, such shareholder may receive cash,
shares of Columbia common stock or a mix of cash and shares of
Columbia common stock depending on, and after giving effect to, the
proration and allocation procedures set forth in the merger
agreement and the number of valid cash elections and stock
elections that have been made by other West Coast shareholders. The
merger has received the requisite regulatory approvals required and
is expected to be completed on or about April 1, 2013.
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 sixth
consecutive year, the bank was named in 2012 as one of Puget Sound
Business Journal's "Washington's Best Workplaces."
Columbia Banking System has 99 banking offices, including 74
branches in Washington State and 25 branches in Oregon. Columbia
Bank does business under the Bank of Astoria name in Astoria,
Warrenton, Seaside, Cannon Beach, Manzanita and Tillamook in
Oregon. More information about Columbia can be found on its website
at www.columbiabank.com.
About West Coast
West Coast Bancorp is a publicly held, Northwest bank holding
company headquartered in Oregon with $2.4 billion in assets, and
the parent company of West Coast Bank and West Coast Trust Company,
Inc. West Coast Bank operates 58 branches in Oregon and Washington.
The Company serves clients who seek the resources, sophisticated
products and expertise of larger financial institutions, along with
the local decision-making, market knowledge, and customer service
orientation of a community bank. The Company offers a broad range
of banking, investment, fiduciary and trust services. For more
information, please visit the Company web site at www.wcb.com. This
press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are typically identified by words such
as "believe," "expect," "anticipate," "intend," "target,"
"estimate," "continue," "positions," "prospects" or "potential," by
future conditional verbs such as "will," "would," "should," "could"
or "may," or by variations of such words or by similar
expressions. These forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
Columbia's or West Coast'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 West Coast 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 West Coast, 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 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 West
Coast 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 West Coast operate; (iv) the ability to promptly and
effectively integrate the businesses of Columbia and West Coast;
(v) the reaction to the transaction of the companies' customers,
employees and counterparties; and (vi) diversion of management time
on merger-related issues. For more information, see the risk
factors described in each of Columbia's and West Coast's Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other
filings with the Securities and Exchange Commission.
CONTACT: 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
West Coast Contact:
Robert D. Sznewajs
President and Chief Executive Officer
(503) 598-3243
West Coast Bancorp (MM) (NASDAQ:WCBO)
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