Banner Corporation (“Banner”) (NASDAQ GSM: BANR), the holding
company for Banner Bank and Islanders Bank, today announced that
effective November 1, 2018, it had completed the acquisition of
Skagit Bancorp, Inc. (“Skagit”) and its wholly-owned subsidiary,
Skagit Bank, of Burlington, Washington. Pursuant to the
previously announced terms of the acquisition, Skagit shareholders
are entitled to receive 5.6664 shares of Banner common stock in
exchange for each share of Skagit common stock, plus cash in lieu
of any fractional shares.
“We are pleased to announce the completion of the
merger and to have Skagit’s shareholders, employees and customers
join the Banner team,” stated Mark Grescovich, Banner’s President
and Chief Executive Officer. “This transaction expands Banner’s
presence and density in the attractive North Sound region in
Northwest Washington state and represents a complementary fit, both
strategically and culturally, with Banner’s business model.
The combination of our two organizations provides the opportunity
to create operational efficiencies and enhance the value of the
combined company while offering Skagit customers a broader product
offering, increased lending limits and an expanded branch delivery
system that stretches throughout the four states of Washington,
Oregon, Idaho and California.”
Banner was advised by D.A. Davidson & Co., as
financial advisor, and Wachtell, Lipton, Rosen & Katz, as legal
counsel. Skagit was advised by Sandler O’Neill &
Partners, L.P., as financial advisor, and Miller Nash Graham &
Dunn LLP, as legal counsel.
Election of Director
In connection with the merger, Cheryl R. Bishop,
the former Chief Executive Officer and director of Skagit, has been
appointed to the Banner and Banner Bank boards of directors.
Ms. Bishop began her banking career at Skagit Bank in 1971, holding
a variety of positions throughout her career before being named
Chief Executive Officer in 2004. Ms. Bishop has also served
on the Board of Directors of Skagit Bancorp, Inc. and its
subsidiary Skagit Bank since 1991. Cheryl belongs to and has
held officer positions in many prestigious professional
associations such as the American Bankers Association, American
Institute of Banking, Financial Women International, Washington
Bankers Association and Western Independent Bankers. She is a
current member or is involved with various community organizations
including: Skagit/Mount Vernon Rotary, Economic Development
Alliance of Skagit County, Burlington Chamber of Commerce, Mount
Vernon First United Methodist Church, Western Washington University
Foundation, Jerry Walton Foundation Board, Skagit Valley
Hospital–Community Outreach Committee and Honorary Chair of the
Skagit Family YMCA Building Campaign. Ms. Bishop holds a
Bachelor’s degree in English literature from the University of
Washington.
Executive Management
In addition, the former President and Chief
Operating Officer of Skagit, Kenneth W. Johnson, will join Banner’s
executive management team as Executive Vice President,
Operations. Mr. Johnson has over 30 years of banking
experience. Prior to joining Skagit Bank in 2015, Mr. Johnson
held various executive positions with Chemical Financial
Corporation, including production oversight of commercial,
mortgage, consumer and deposit generation. In addition, while at
Chemical, he served nine years as Executive Vice President,
Director of Bank Operations, responsible for nine business units
including the branch system, information technology, corporate
marketing, loan operations, deposit operations, electronic banking,
facilities/purchasing, card services, and customer care centers.
Prior to Chemical, he held leadership roles in retail banking and
operations at Shoreline Bank and as Vice President, Zone Manager
for Michigan National Bank. Mr. Johnson holds a Bachelor of Arts
Degree in Business Administration from Michigan State University.
He is also a graduate of Stonier Graduate School of Banking.
About Banner Corporation
Banner Corporation is a $11.4 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.
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 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
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; business
disruption may occur following or in connection with the 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;
diversion of managements’ attention from ongoing business
operations and opportunities as a result of the 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 Banner undertakes no 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.
Contact: Mark J. Grescovich, President
& CEOPeter J. Conner, CFO (509) 527-3636
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