Banner Corporation (“Banner”) (NASDAQ GSM: BANR), the holding
company for Banner Bank and Islanders Bank, announced that
effective November 1, 2019, it had completed the acquisition of
AltaPacific Bancorp (“AltaPacific”) and its wholly-owned
subsidiary, AltaPacific Bank, of Santa Rosa, California. As
previously announced, the terms of the acquisition provide
AltaPacific shareholders 0.2712 shares of Banner common stock in
exchange for each share of AltaPacific common stock, plus cash in
lieu of any fractional shares.
“We are pleased to announce the completion of
the merger, which expands our density in California and enhances
our proven super community bank model,” stated Mark Grescovich,
Banner President and Chief Executive Officer. “This combination is
a complementary fit, both strategically and culturally, and creates
the opportunity for additional scale while enhancing the value of
the combined company.”
“We welcome AltaPacific shareholders, employees
and clients to our Banner team. System integration is planned for
first quarter 2020 and at that time AltaPacific clients will
benefit from broader product offering, increased lending limits and
an expanded branch delivery system beyond their existing
markets.”
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 a $12.5 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 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; business
disruption may occur following or in connection with the 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; 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 BANR 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: Kelly McPhee, Vice PresidentCommunications and Public
Relations(509) 991-0575
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