Banner Corporation (“Banner”), the holding company for Banner Bank,
previously announced that it had entered into a definitive merger
agreement pursuant to which Banner will acquire Skagit Bancorp,
Inc., the holding company for Skagit Bank, in an all-stock
transaction, subject to the terms and conditions set forth
therein. Banner has received all regulatory approvals
required to consummate the proposed transaction, including the
written approval of the Federal Deposit Insurance Corporation and
the Washington Department of Financial Institutions, and written
confirmation from the Board of Governors of the Federal Reserve
System that no application was required to be filed with that
agency.
The transaction is expected to close in the
fourth quarter of 2018, subject to approval by Skagit shareholders
and other customary closing conditions. Upon completion of
the transaction, the combined company will have approximately $11.4
billion in assets and branches across four western states.
About Banner CorporationBanner
Corporation is a $10.4 billion bank holding company operating two
commercial banks in four Western states through a network of
branches offering a full range of deposit services and business,
commercial real estate, construction, residential, agricultural and
consumer loans. Visit Banner Bank on the Web at
www.bannerbank.com.
About Skagit Bancorp,
Inc.Skagit Bancorp, Inc. is headquartered in Burlington,
Washington and is the parent company of Skagit Bank, a Washington
state-chartered commercial bank and member of the Federal Reserve
System, which was organized in 1958 and operates 11 retail branches
in the I-5 corridor from Seattle to the Canadian border, including
a significant presence in Skagit County. At June 30, 2018,
Skagit Bancorp, Inc. had $922 million in assets, $599 million in
loans and $811 million in deposits. For more information,
visit Skagit’s web site at www.skagitbank.com.
Forward-Looking Statements When
used in this press release and in other documents filed with or
furnished to the Securities and Exchange Commission (the “SEC”), in
press releases or other public stockholder communications, or in
oral statements made with the approval of an authorized executive
officer, the words or phrases “may,” “believe,” “will,” “will
likely result,” “are expected to,” “will continue,” “is
anticipated,” “estimate,” “project,” “plans,” “potential,” or
similar expressions are intended to identify “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. You are cautioned not to place undue
reliance on any forward-looking statements, which speak only as of
the date such statements are made. These statements may
relate to future financial performance, strategic plans or
objectives, revenues or earnings projections, or other financial
information. By their nature, these statements are subject to
numerous uncertainties that could cause actual results to differ
materially from those anticipated in the statements.
Statements about the expected timing, completion and effects of the
proposed merger and all other statements in this release other than
historical facts constitute forward-looking statements.
In addition to factors disclosed in Banner’s SEC
reports, important factors that could cause actual results to
differ materially from the results anticipated or projected
include, but are not limited to, the following: expected
revenues, cost savings, synergies and other benefits from the
proposed merger of Banner and Skagit might not be realized within
the expected time frames or at all and costs or difficulties
relating to integration matters, including but not limited to
customer and employee retention, might be greater than expected;
the requisite approval of Skagit shareholders may be delayed or may
not be obtained, the other closing conditions to the merger may be
delayed or may not be obtained, or the merger agreement may be
terminated; business disruption may occur following or in
connection with the proposed merger of Banner and Skagit; Banner’s
or Skagit’s businesses may experience disruptions due to
transaction-related uncertainty or other factors making it more
difficult to maintain relationships with employees, customers,
other business partners or governmental entities; the possibility
that the proposed merger is more expensive to complete than
anticipated, including as a result of unexpected factors or events;
diversion of managements’ attention from ongoing business
operations and opportunities as a result of the proposed merger or
otherwise; the credit risks of lending activities, including
changes in the level and trend of loan delinquencies and write-offs
and changes in estimates of the adequacy of the allowance for loan
losses and provisions for loan losses that may be impacted by
deterioration in the housing and commercial real estate markets and
may lead to increased losses and non-performing assets, and may
result in the allowance for loan losses not being adequate to cover
actual losses and require a material increase in reserves; results
of examinations by regulatory authorities, including the
possibility that any such regulatory authority may, among other
things, require the writing down of assets or increases in the
allowance for loan losses; the ability to manage loan delinquency
rates; competitive pressures among financial services companies;
changes in consumer spending or borrowing and spending habits;
interest rate movements generally and the relative differences
between short and long-term interest rates, loan and deposit
interest rates, net interest margin and funding sources; the impact
of repricing and competitors’ pricing initiatives on loan and
deposit products; fluctuations in the demand for loans, the number
of unsold homes, land and other properties and fluctuations in real
estate values; the ability to adapt successfully to technological
changes to meet customers’ needs and developments in the
marketplace; the ability to access cost-effective funding;
increases in premiums for deposit insurance; the ability to control
operating costs and expenses; the use of estimates in determining
fair value of certain assets and liabilities, which estimates may
prove to be incorrect and result in significant changes in
valuation; staffing fluctuations in response to product demand or
the implementation of corporate strategies that affect employees,
and potential associated charges; disruptions, security breaches or
other adverse events, failures or interruptions in, or attacks on,
information technology systems or on the third-party vendors who
perform critical processing functions; changes in financial
markets; changes in economic conditions in general and in
Washington, Idaho, Oregon and California in particular; secondary
market conditions for loans and the ability to sell loans in the
secondary market; the costs, effects and outcomes of litigation;
legislation or regulatory changes or reforms, including changes in
regulatory policies and principles, or the interpretation of
regulatory capital or other rules, including changes related to
Basel III; the impact of the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 and the implementing regulations;
results of safety and soundness and compliance examinations by the
Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation, the Washington State Department of
Financial Institutions, Division of Banks, or other regulatory
authorities, including the possibility that any such regulatory
authority may, among other things, require restitution or institute
an informal or formal enforcement action which could require an
increase in reserves for loan losses, write-downs of assets or
changes in regulatory capital position, or affect the ability to
borrow funds, or maintain or increase deposits, or impose
additional requirements and restrictions, any of which could
adversely affect liquidity and earnings; the availability of
resources to address changes in laws, rules, or regulations or to
respond to regulatory actions; adverse changes in the securities
markets; the inability of key third-party providers to perform
their obligations; changes in accounting principles, policies or
guidelines, including additional guidance and interpretation on
accounting issues and details of the implementation of new
accounting methods; the economic impact of war or any terrorist
activities; other economic, competitive, governmental, regulatory
and technological factors affecting operations, pricing, products
and services; future acquisitions by Banner of other depository
institutions or lines of business; and future goodwill impairment
due to changes in Banner’s business, changes in market conditions,
or other factors.
Forward-looking statements speak only as of the
date on which they are made, and neither Banner nor Skagit
undertakes any obligation to update any forward-looking statement
to reflect circumstances or events that occur after the date on
which the forward-looking statement is made.
Additional Information and Where to Find
ItIn connection with the proposed acquisition of Skagit,
Banner filed a registration statement on Form S-4 with the SEC
(Registration Statement No. 333-226991), as amended, to register
the shares of Banner’s common stock to be issued in connection with
the merger. The registration statement includes a proxy
statement/prospectus, which has been sent to the shareholders of
Skagit seeking their approval of the proposed
transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS
INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE
BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION
ABOUT BANNER, SKAGIT AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies
of the registration statement on Form S-4 and the proxy
statement/prospectus, as well as other documents filed by Banner
with the SEC, free of charge from the SEC’s website at www.sec.gov
or by accessing Banner’s website at
http://investor.bannerbank.com/Docs or upon written request to
Banner Corporation, Attn: Investor Relations, 10 South First
Avenue, Walla Walla, Washington 99362 or by calling (509)
527-3636.
Transmitted on Globe Newswire on October 2, 2018
at 6:00 a.m. PDT.
CONTACT:
Peter J. Conner, CFO, (509) 527-3636Cheryl R. Bishop,
CEO (360) 755-0411
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