Item 8.01 Other Events
On July 24, 2019, Banner Corporation, a Washington corporation (Banner), and AltaPacific Bancorp, a California corporation
(AltaPacific), announced the execution of an Agreement and Plan of Merger (the Merger Agreement) pursuant to which AltaPacific will merge (the Merger) with and into Banner, with Banner as the surviving
corporation. Following the Merger, AltaPacifics wholly-owned subsidiary, AltaPacific Bank, will merge with and into Banners wholly-owned subsidiary, Banner Bank, with Banner Bank as the surviving bank.
Subject to the terms and conditions of the Merger Agreement, upon consummation of the Merger, each outstanding share of AltaPacific common stock, without par
value, excluding any dissenting shares, will be converted into the right to receive 0.2712 shares of Banner common stock, par value $0.01 per share, subject to adjustment in certain circumstances as set forth in the Merger Agreement.
Completion of the Merger is subject to approval by the applicable regulatory banking agencies and certain customary conditions, including approval of the
Merger by AltaPacifics shareholders. The Merger is expected to close in the fourth quarter of 2019.
A copy of the press release issued by Banner on
July 24, 2019 announcing the Merger is attached hereto as Exhibit 99.1 and incorporated herein by reference. In addition, Banner will be providing supplemental information regarding the Merger in connection with a presentation to
investors. The slides to be used in connection with this investor presentation are attached hereto as Exhibit 99.2 and are incorporated herein by reference. Slides to be used in connection with a second quarter financial investor
presentation, which also include certain information related to the Merger, are attached hereto as Exhibit 99.3 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Forward-Looking Statements
When used in this communication and in other documents filed with or furnished to 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. Investors and security holders 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 communication other than historical facts constitute forward-looking statements.
In addition to factors disclosed in Banners 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
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