This Current Report on Form 8-K is being filed in connection with the completion on November 1, 2019, of the transactions contemplated by the Agreement and Plan of Merger, dated as of July 24, 2019 (the “Merger Agreement”), by and between AltaPacific Bancorp, a California corporation (“AltaPacific”), and Banner Corporation, a Washington corporation (“Banner”), including the merger of AltaPacific with and into Banner (the “Merger”), with Banner as the surviving corporation in the Merger.
On November 1, 2019, pursuant to the terms of the Merger Agreement, AltaPacific merged with and into Banner, with Banner continuing as the surviving corporation in the Merger. Immediately after the Merger, AltaPacific’s wholly owned bank subsidiary, AltaPacific Bank, merged with and into Banner’s wholly owned bank subsidiary, Banner Bank (the “Bank Merger”), with Banner Bank as the surviving entity in the Bank Merger.
Under the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, without par value, of AltaPacific (“AltaPacific Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Banner, AltaPacific or holders of AltaPacific Common Stock who properly exercised dissenters’ rights when and in the manner required under Chapter 13 of the California Corporations Code, was converted into the right to receive 0.2712 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of Banner (“Banner Common Stock”). No fractional shares of Banner Common Stock were issued in the Merger, and AltaPacific shareholders became entitled to receive cash in lieu of fractional shares.
At the Effective Time, each stock option granted by AltaPacific (an “AltaPacific Option”) that was outstanding as of immediately prior to the Effective Time became fully vested and was cancelled and converted into the right to receive a cash payment, without interest and less applicable withholding taxes, equal to the product of (i) the number of shares of AltaPacific Common Stock subject to the AltaPacific Option as of immediately prior to the Effective Time and (ii) the excess, if any, of (1) the product of (A) the Exchange Ratio and (B) the average closing price of Banner Common Stock for the five full consecutive trading days immediately preceding October 30, 2019 over (2) the exercise price per share of AltaPacific Common Stock subject to such AltaPacific Option as of the Effective Time.
On November 1, 2019, Banner issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.