Sterling Financial Corporation of Spokane, WA, and Northern Empire Bancshares of Santa Rosa, CA, Receive Regulatory Approval for
February 12 2007 - 6:00PM
PR Newswire (US)
SPOKANE, Wash. and SANTA ROSA, Calif., Feb. 12
/PRNewswire-FirstCall/ -- Sterling Financial Corporation
(NASDAQ:STSA) and Northern Empire Bancshares (NASDAQ:NREB)
announced that they have received regulatory approval for Sterling
Financial Corporation's ("Sterling") acquisition of Northern Empire
Bancshares ("Northern Empire"). The acquisition, which is
anticipated to close on February 28, 2007, remains subject to the
approval of shareholders of Sterling and Northern Empire. The
shareholders of Northern Empire and Sterling are scheduled to vote
on the transaction at special meetings to be held on February 20
and February 21, 2007, respectively. Under the terms of the
Agreement and Plan of Merger by and between Sterling and Northern
Empire dated September 17, 2006, Northern Empire will merge with
and into Sterling, with Sterling being the surviving entity in the
merger. The merger agreement also provides for the merger of
Northern Empire's financial institution subsidiary Sonoma National
Bank, with and into Sterling's financial institution subsidiary
Sterling Savings Bank, with Sterling Savings Bank being the
surviving institution. Northern Empire shareholders are to receive
0.8050 shares of Sterling common stock and $2.71 in cash for each
Northern Empire share they own. Following completion of the
transaction, Northern Empire shareholders will receive a letter
with transmittal instructions to assist in the process of
exchanging their Northern Empire share certificates for cash and
Sterling share certificates. Sterling anticipates that these
documents will be mailed to Northern Empire shareholders in early
to mid March 2007. Sterling Chairman and Chief Executive Officer,
Harold B. Gilkey, commented, "This transaction extends Sterling
Savings Bank's footprint into northern California, and we will now
serve customers in eight western states. We believe Sonoma brings
expertise with small business administration lending and provides a
platform for core deposit growth, as well as expansion with
commercial and consumer lending. We are very pleased to welcome the
employees, customers and shareholders of Northern Empire into our
company." Deborah A. Meekins, Northern Empire's president and chief
executive officer commented, "The completion of this transaction
will bring many new opportunities for our customers, with new
products, services and expanded technology in the markets we serve.
Our cultures are very similar, and we are excited to implement
Sterling's expertise to achieve greater success in expanding the
California market. We are proud to become a part of the Sterling
family." ABOUT STERLING Sterling Financial Corporation of Spokane,
Washington, is a bank holding company of which the principal
operating subsidiaries are Sterling Savings Bank and Golf Savings
Bank. Sterling Savings Bank is a Washington State- chartered,
federally insured commercial bank, which opened in April 1983 as a
stock savings and loan association. Sterling Savings Bank, based in
Spokane, Washington, has financial service centers throughout
Washington, Oregon, Idaho and Montana. Through Sterling Savings
Bank's wholly owned subsidiaries, Action Mortgage Company and
INTERVEST-Mortgage Investment Company, it operates loan production
offices throughout the western region. Sterling Savings Bank's
subsidiary Harbor Financial Services provides non-bank investments,
including mutual funds, variable annuities and tax-deferred
annuities and other investment products through regional
representatives throughout Sterling Savings Bank's branch network.
Golf Savings Bank is a Washington State-chartered and FDIC insured
savings bank. Golf Savings Bank's primary focus is the origination
of single-family residential mortgage loans. ABOUT NORTHERN EMPIRE
BANCSHARES Northern Empire Bancshares operates as the holding
company for Sonoma National Bank, which provides commercial banking
services in northern California. The bank provides non-interest
bearing demand, non-interest bearing savings, interest bearing
transaction accounts, time certificates, checking deposits,
certificates of deposit and other time certificates. Its loan
portfolio comprises real estate mortgage loans, real estate
construction loans, commercial loans, consumer installment loans
and commercial loans guaranteed by the small business
administration. As of December 31, 2006, the bank operated 12
banking offices in Sonoma, Marin and Contra Costa counties,
California. The company was incorporated in 1982 and is based in
Santa Rosa, California. ADDITIONAL INFORMATION ABOUT THE NORTHERN
EMPIRE TRANSACTION AND WHERE TO FIND IT On January 10, 2007,
Sterling filed an amended registration statement on Form S-4 with
the Securities and Exchange Commission ("SEC"), and on January 17,
2007, Sterling and Northern Empire mailed a proxy
statement/prospectus to their respective security holders
containing information about the transaction. Investors and
security holders of Sterling and Northern Empire are urged to read
the proxy statement/prospectus and other relevant materials as they
become available because they will contain important information
about Sterling, Northern Empire and the proposed merger. In
addition to the registration statement filed by Sterling and the
proxy statement/prospectus mailed to the security holders of
Sterling and Northern Empire, Sterling and Northern Empire file
annual, quarterly and current reports, proxy statements and other
information with the SEC. Investors and security holders may obtain
a free copy of the proxy statement/prospectus and other relevant
documents (when they become available) and any other documents
filed with the SEC at its website at http://www.sec.gov/. The
documents filed by Sterling may also be obtained free of charge
from Sterling by requesting them in writing at Sterling Financial
Corporation, 111 North Wall Street, Spokane, WA 99201, or by
telephone at (509) 227-5389. In addition, investors and security
holders may access copies of the documents filed with the SEC by
Sterling on its website at
http://www.sterlingfinancialcorporation-spokane.com/. The documents
filed by Northern Empire may also be obtained by requesting them in
writing at Northern Empire Bancshares, 801 Fourth Street, Santa
Rosa, CA 95404, or by telephone at (707) 591-9000. In addition,
investors and security holders may access copies of the documents
filed with the SEC by Northern Empire on its website at
http://www.snbank.com/. Sterling, Northern Empire and their
respective officers and directors may be deemed participants in the
solicitation of proxies from the security holders of Sterling and
Northern Empire with respect to the transactions contemplated by
the proposed merger. Information regarding Sterling's officers and
directors is included in Sterling's proxy statement for its 2006
annual meeting of shareholders filed with the SEC on March 24,
2006. Information regarding Northern Empire's officers and
directors is included in Northern Empire's proxy statement for its
2006 annual meeting of shareholders filed with the SEC on April 13,
2006. A description of the interests of the directors and executive
officers of Sterling and Northern Empire in the merger is set forth
in the proxy statement/prospectus mailed to security holders of
Sterling and Northern Empire on January 17, 2007, and will be set
forth in other relevant documents to be filed with the SEC when
they become available. FORWARD-LOOKING STATEMENTS This press
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to,
statements about: (i) the benefits of the merger between Sterling
and Northern Empire, including future financial and operating
results, cost savings, enhancements to revenue and accretion to
reported earnings that may be realized from the merger; (ii)
Sterling's and Northern Empire's plans, objectives, expectations
and intentions and other statements contained in this presentation
that are not historical facts; and (iii) other statements
identified by words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," or words of similar
meaning generally intended to identify forward-looking statements.
These forward-looking statements are based upon the current beliefs
and expectations of the managements of Sterling and Northern
Empire, and are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are beyond management's control. In addition, these
forward-looking statements are subject to assumptions with respect
to future business strategies and decisions that are subject to
change. Actual results may differ materially from the anticipated
results discussed in these forward-looking statements because of
numerous possible uncertainties. The following factors, among
others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of Sterling and
Northern Empire may not be combined successfully, or such
combination may take longer, be more difficult, time-consuming or
costly to accomplish than expected; (2) the expected growth
opportunities or cost savings from the merger may not be fully
realized or may take longer to realize than expected; (3) operating
costs, customer losses and business disruption following the
merger, including adverse effects on relationships with employees,
may be greater than expected; (4) the shareholders of Sterling
and/or Northern Empire may fail to approve the merger; (5) adverse
governmental or regulatory policies may be enacted; (6) the
interest rate environment may further compress margins and
adversely affect net interest income; (7) results may be adversely
affected by continued diversification of assets and adverse changes
to credit quality; (8) competition from other financial services
companies in Sterling's and Northern Empire's markets could
adversely affect operations; and (9) an economic slowdown could
adversely affect credit quality and loan originations. Additional
factors, that could cause actual results to differ materially from
those expressed in the forward-looking statements are discussed in
Sterling's and Northern Empire's reports (such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K) filed with the SEC and available on the SEC's website at
http://www.sec.gov/. The documents filed by Sterling, may also be
obtained free of charge from Sterling by requesting them in writing
at Sterling Financial Corporation, 111 North Wall Street, Spokane,
WA 99201, or by telephone at (509) 227-5389. In addition, investors
and security holders may access copies of the documents filed with
the SEC by Sterling on its website at
http://www.sterlingfinancialcorporation-spokane.com/. The documents
filed by Northern Empire may also be obtained by requesting them in
writing at Northern Empire Bancshares, 801 Fourth Street, Santa
Rosa, CA 95404, or by telephone at (707) 591-9000. In addition,
investors and security holders may access copies of the documents
filed with the SEC by Northern Empire on its website at
http://www.snbank.com/. Sterling and Northern Empire caution that
the foregoing list of factors is not exclusive. All subsequent
written and oral forward-looking statements concerning the proposed
transaction or other matters attributable to Sterling or Northern
Empire or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above. Sterling and
Northern Empire do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that
occur after the date the forward-looking statements are made.
Sterling Contacts: Sterling Financial Corporation Harold B. Gilkey
Chairman and Chief Executive Officer 509-354-8186 Daniel G. Byrne
EVP, Chief Financial Officer 509-458-3711 Media Contact: Jennifer
Lutz Public Relations Specialist 509-458-2711 Extension 6545
Contact: Northern Empire Bancshares Deborah A. Meekins Chief
Executive Officer 707-591-9000 DATASOURCE: Sterling Financial
Corporation CONTACT: Harold B. Gilkey, Chairman and Chief Executive
Officer, +1-509-354-8186, or Daniel G. Byrne, EVP, Chief Financial
Officer, +1-509-458-3711, both of Sterling Financial Corporation;
or Jennifer Lutz, Public Relations Specialist, +1-509-458-2711,
ext. 6545; or Deborah A. Meekins, Chief Executive Officer, Northern
Empire Bancshares, +1-707-591-9000 Web site:
http://www.sterlingsavingsbank.com/
Copyright
Northern Empire Bancshares (NASDAQ:NREB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Northern Empire Bancshares (NASDAQ:NREB)
Historical Stock Chart
From Sep 2023 to Sep 2024