Banner Corporation (NASDAQ: BANR), the holding company for Banner
Bank and Islanders Bank, together with AltaPacific Bancorp (OTCBB:
ABNK), the holding company for AltaPacific Bank, today announced
they have entered into a definitive agreement for AltaPacific Bank
to merge with, and into, Banner Bank to expand the Bank’s presence
in California. The transaction will be accomplished through Banner
Corporation’s acquisition of AltaPacific Bancorp.
“AltaPacific Bank is a respected
business-focused bank and we consider it a compliment they chose us
as their merger partner,” said Mark Grescovich, President and Chief
Executive Officer, Banner Bank. “This is an excellent addition to
Banner because it provides scale to our California franchise with
attractive core deposits, commercial banking relationships and a
similar credit culture.”
“Today’s banking environment is challenging for
small community banks, even strong ones like ours,” said Charles O.
Hall, Chief Executive Officer, AltaPacific Bank. “Choosing to merge
with Banner Bank is a great win-win for our customers and
employees. Our customers will benefit from larger lending
limits, more resources, and expanded product and service offerings,
while our team remains part of an outstanding community bank.”
This transaction is intended to increase
Banner’s presence and density in its existing California market.
AltaPacific Bank has six locations: Santa Rosa in Northern
California, and Ontario, Temecula, Glendora, Riverside and San
Bernardino in Southern California. Currently, Banner Corporation
has total assets of $11.8 billion and AltaPacific Bancorp has total
assets of $436 million. The combined company will have
approximately $12.2 billion in assets.
The merger agreement specifies AltaPacific
shareholders will receive 0.2712 shares of Banner common stock in
exchange for each share of AltaPacific common stock, subject to
potential adjustment as provided in the merger agreement. Based on
the closing price of $54.19 per share of Banner common stock on
July 23, 2019, the merger consideration would have an aggregate
value of approximately $87.4 million. Banner expects the
transaction to be immediately accretive to earnings per share,
excluding one-time transaction expenses.
The transaction is subject to approval by
AltaPacific shareholders, regulatory agencies and other customary
closing conditions, and is expected to close in the fourth quarter
of 2019.
Banner was advised by Stephens Inc., as
financial advisor, and Davis, Wright Tremaine, as legal counsel.
AltaPacific was advised by Panoramic Capital Advisors, as financial
advisor, Vining Sparks Community Bank Advisory Group as financial
advisor and rendered a fairness opinion, and King, Holmes, Paterno
& Soriano as legal counsel.
About Banner Corporation
Banner Corporation is an $11.85 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. Learn
more about us at www.bannerbank.com.
About AltaPacific Bancorp
AltaPacific Bancorp is the parent company for
AltaPacific Bank. The Company’s stock trades over the counter under
the symbol ABNK. AltaPacific Bank is an independent business bank
headquartered in Santa Rosa, California and has additional banking
offices in Glendora, Ontario, Riverside, San Bernardino and
Temecula, California. The bank is focused on meeting the
specialized needs of small to medium-sized businesses and
professionals throughout California. For additional information,
please contact us at (707) 236-1500 or online at
www.apbconnect.com.
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 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 AltaPacific 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
regulatory approvals for the proposed merger of Banner and
AltaPacific may be delayed or may not be obtained (or may result in
the imposition of conditions that could adversely affect the
combined company or the expected benefits of the proposed merger);
the requisite approval of AltaPacific 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 AltaPacific;
Banner's or AltaPacific'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 AltaPacific
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.
Contact: Kelly McPhee, Vice
PresidentCommunications and Public Relations(509) 991-0575
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