Riverview Community Bank and MBank Announce Signing of a Purchase and Assumption Agreement
September 29 2016 - 6:00AM
Riverview Bancorp, Inc. (NASDAQ:RVSB) (“Riverview Bancorp”), and
its wholly owned subsidiary, Riverview Community Bank
(“Riverview”), and Merchants Bancorp and its wholly owned
subsidiary MBank, announced that they have entered into a Purchase
and Assumption Agreement (the “Agreement”). Pursuant to the
Agreement, Riverview will acquire certain assets and assume certain
liabilities of MBank in a cash transaction. The Agreement also
provides that Riverview Bancorp will assume the obligations of
Merchants Bancorp’s trust preferred securities.
As part of the transaction, Riverview will
acquire certain assets of MBank, including approximately $130
million in net loans and will assume certain liabilities, including
approximately $128 million of MBank’s customer deposits (utilizing
June 30, 2016 financial information). The transaction is expected
to be accretive to earnings in the first full year and we
anticipate it will close in the quarter ending March 31, 2017
subject to customary closing conditions, including regulatory
approval and the approval of Merchants Bancorp's shareholders.
Additional information concerning the transaction, including an
investor presentation, will be contained in a Form 8-K filed by
Riverview Bancorp with the SEC and also will be available on
Riverview’s website at http://investors.riverviewbank.com/Docs.
“This is a natural geographic expansion for
Riverview, fitting well into our strategy of increasing market
share in Oregon. Our two banks have identical missions – to provide
our clients with the local, personal service you can only receive
from a true community bank. We are excited to welcome MBank’s
customers,” said Pat Sheaffer, chairman and chief executive officer
of Riverview.
Jef Baker, president and chief executive officer
of MBank, added, “It’s a wonderful fit, where product offerings are
similar and the resources available to our customers are greatly
enhanced, including additional branches and a full service trust
and asset management company. Riverview and MBank share the same
passion for customer service. I want to thank MBank’s customers and
employees for their continued loyalty and support.”
All MBank locations will continue to operate as
MBank branches until the transaction is completed. Upon
closing, the MBank branches will become part of Riverview Community
Bank’s branch network. Following the transaction, no banking
services will be provided by MBank.
About Riverview Bancorp,
Inc.:
Riverview Bancorp, Inc. (www.riverviewbank.com)
is headquartered in Vancouver, Washington – just north of Portland,
Oregon on the I-5 corridor. With assets of $932 million at June 30,
2016, it is the parent company of the 93 year-old Riverview
Community Bank, as well as Riverview Trust Company. The Bank offers
true community banking services, focusing on providing the highest
quality service and financial products to commercial and retail
customers. There are 17 branches, including twelve in the
Portland-Vancouver area and three lending centers. For the past
three years, Riverview has been named Best Bank by the readers of
The Vancouver Business Journal, The Columbian and The Gresham
Outlook.
About Merchants Bancorp:
Merchants Bancorp is headquartered in Gresham,
Oregon and is the bank holding company for MBank, an Oregon
chartered commercial bank with three branch offices located in
Gresham, Portland (on Stark Street near I-205) and Lake Grove,
Oregon.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. The forward-looking statements in the
preceding paragraphs are based on our current expectations and
assumptions regarding our business, the business of MBank and its
affiliates, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict. Our actual results may differ materially
from those contemplated by the forward-looking statements. We
caution you therefore against relying on any of these
forward-looking statements. They are neither statements of
historical fact nor guarantees or assurances of future performance.
Important factors that could cause actual results to differ
materially from those in the forward-looking statements include the
ability for all parties to receive regulatory approvals as provided
for in the Agreement, the ability of the parties to successfully
consummate the Transaction as contemplated in the Agreement, the
ability for Riverview to maintain deposit balances assumed from
MBank and earn a positive net interest spread on those deposits,
incremental overhead costs to Riverview, and other factors set
forth as “Risk Factors” at Part II, Item 1A in the Company’s Form
10-K for the year ended March 31, 2016.
Any forward-looking statement made by us in this
press release speaks only as of the date on which it is made.
Factors or events that could cause our actual results to differ may
emerge from time to time, and it is not possible for us to predict
all of them. We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
law.
Contacts: Pat Sheaffer, Ron Wysaske or Kevin Lycklama
Riverview Bancorp, Inc. 360-693-6650
Contact: Jef Baker
Merchants Bancorp 503-674-3401
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