TACOMA, Wash. and
PORTLAND, Ore., Jan. 26, 2022 /PRNewswire/ -- Columbia
Banking System, Inc. ("Columbia")
(NASDAQ: COLB), the parent company of Columbia State Bank, and
Umpqua Holdings Corporation ("Umpqua") (NASDAQ: UMPQ), the parent company of
Umpqua Bank, jointly announced that they have received all required
shareholder approvals related to the proposed combination between
Columbia and Umpqua. The final results on the proposals
voted on at the special meetings of each company's shareholders
held today will be set forth in the companies' separate Form 8-Ks
to be filed with the U.S. Securities and Exchange Commissions (the
"SEC") after certification by each company's inspector of
election.
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"The receipt of shareholder approval marks an important
milestone on our integration timeline," said Clint Stein, President and CEO of Columbia. "The support for the transaction by
each company's respective shareholder bases is evidenced by an
overwhelming amount of voted shares voting in favor of the
proposals required to effect the combination, which we expect will
create meaningful shareholder value as it expands opportunities for
our customers, employees, and communities."
"Today's vote brings us one step closer to creating the leading
regional bank headquartered in the West," said Cort O'Haver, President and CEO of Umpqua. "We look forward to providing
additional updates to our stakeholders as we continue to
meticulously plan for the joining of our two similar-minded
organizations."
Completion of the transaction is subject to remaining regulatory
approvals and the satisfaction of other customary closing
conditions set forth in the merger agreement. Columbia and Umpqua anticipate a mid-2022 transaction
close, subject to these requirements.
About Columbia
Headquartered in Tacoma,
Washington, Columbia Banking System, Inc. (NASDAQ: COLB) is
the holding company of Columbia Bank, a Washington state-chartered full-service
commercial bank with locations throughout Washington, Oregon, Idaho
and Northern California. The bank
has been named one of Puget Sound Business Journal's "Washington's Best Workplaces," more than 10
times. Columbia was named the #1
bank in the Northwest on the Forbes 2021 list of "America's Best
Banks," marking nearly 10 consecutive years on the publication's
list of top financial institutions.
More information about Columbia
can be found on its website at www.columbiabank.com.
About Umpqua
Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent
company of Umpqua Bank, an Oregon-based bank recognized for its
entrepreneurial approach, innovative customer experience, and
distinctive banking solutions. Umpqua Bank has locations across
Oregon, Washington, California, Idaho and Nevada. Umpqua Holdings
Corporation is headquartered in Portland,
Oregon. For more information, visit umpquabank.com.
Forward-Looking Statements
This communication may contain certain forward-looking
statements, including, but not limited to, certain plans,
expectations, goals, projections, and statements about the benefits
of the proposed transaction, the plans, objectives, expectations
and intentions of Umpqua and
Columbia, the expected timing of
completion of the transaction, and other statements that are not
historical facts. Such statements are subject to numerous
assumptions, risks, and uncertainties. All statements other than
statements of historical fact, including statements about beliefs
and expectations, are forward-looking statements. Forward-looking
statements may be identified by words such as "expect,"
"anticipate," "believe," "intend," "estimate," "plan," "target,"
"goal," or similar expressions, or future or conditional verbs such
as "will," "may," "might," "should," "would," "could," or similar
variations. The forward-looking statements are intended to be
subject to the safe harbor provided by Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and the Private Securities Litigation Reform Act of
1995.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements:
changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID-19 pandemic and its impact on
the global economy and financial market conditions and Umpqua's and Columbia's respective businesses, results of
operations, and financial condition; uncertainty in U.S. fiscal and
monetary policy, including the interest rate policies of the
Federal Reserve Board or the effects of any declines in housing and
commercial real estate prices, high or increasing unemployment
rates, or any slowdown in economic growth particularly in the
western United States; volatility
and disruptions in global capital and credit markets; movements in
interest rates; reform of LIBOR; competitive pressures, including
on product pricing and services; success, impact, and timing of
Umpqua's and Columbia's respective business strategies,
including market acceptance of any new products or services and
Umpqua and Columbia's ability to successfully implement
efficiency and operational excellence initiatives; the nature,
extent, timing, and results of governmental actions, examinations,
reviews, reforms, regulations, and interpretations; changes in laws
or regulations; the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of
the parties to terminate the merger agreement to which Umpqua and Columbia are parties; the outcome of any legal
proceedings that have been or may be instituted against
Umpqua or Columbia; delays in completing the
transaction; the failure to obtain necessary regulatory approvals
(and the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the
expected benefits of the transaction); the failure to satisfy any
of the other conditions to the transaction on a timely basis or at
all; changes in Umpqua's or
Columbia's share price before
closing, including as a result of the financial performance of the
other party prior to closing, or more generally due to broader
stock market movements, and the performance of financial companies
and peer group companies; the possibility that the anticipated
benefits of the transaction are not realized when expected or at
all, including as a result of the impact of, or problems arising
from, the integration of the two companies or as a result of the
strength of the economy and competitive factors in the areas where
Umpqua and Columbia do business; certain restrictions
during the pendency of the proposed transaction that may impact the
parties' ability to pursue certain business opportunities or
strategic transactions; the possibility that the transaction may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; diversion of management's
attention from ongoing business operations and opportunities;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction; the ability to complete the
transaction and integration of Umpqua and Columbia successfully; the dilution caused by
Columbia's issuance of additional
shares of its capital stock in connection with the transaction; and
other factors that may affect the future results of Umpqua and Columbia. Additional factors that could cause
results to differ materially from those described above can be
found in Umpqua's Annual Report on
Form 10-K for the year ended December 31,
2020 and its Quarterly Reports on Form 10-Q for the
three-month periods ended March 31,
2021, June 30, 2021 and
September 30, 2021, which are on file
with the SEC and available on Umpqua's investor relations website,
www.umpquabank.com, under the heading "Financials," and in other
documents Umpqua files with the
SEC, and in Columbia's
Registration Statement on Form S-4, its Annual Report on Form 10-K
for the year ended December 31, 2020
and its Quarterly Reports on Form 10-Q for the three-month periods
ended March 31, 2021, June 30, 2021 and September 30, 2021, which are on file with the
SEC and available on Columbia's
website, www.columbiabank.com, under the heading "Financial
Information" and in other documents Columbia files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Umpqua nor Columbia assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
Columbia Investor Contact:
Amy Betts | (253) 471-4065 |
abetts@columbiabank.com
Umpqua Investor Contact:
Jacquelynne "Jacque" Bohlen | (503) 727-4117 |
jacquebohlen@umpquabank.com
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SOURCE Columbia Banking System, Inc.