OTFC Oregon Trail Financial (MM)

FirstBank NW Corp. Completes Acquisition of Oregon Trail Financial Corp. CLARKSTON, Wash., Nov. 3 /PRNewswire-FirstCall/ -- FirstBank NW Corp. ("FirstBank") , the holding company for FirstBank Northwest (the "Bank"), announced today the successful completion of its acquisition of Oregon Trail Financial Corp. ("Oregon Trail") and the merger of Oregon Trail's wholly-owned subsidiary, Pioneer Bank, A Federal Savings Bank ("Pioneer") with and into the Bank, all effective as of October 31, 2003. Clyde E. Conklin, President and Chief Executive Officer of FirstBank stated, "We are very pleased to welcome the former customers, stockholders and employees of Oregon Trail and Pioneer to our company. All of the Pioneer branches will be converted to FirstBank branches as rapidly as possible. We are confident that this transaction will enhance shareholder value and will provide long term benefits for our customers and the communities we serve." Berniel L. Maughan, President and Chief Executive Officer of Oregon Trail, stated that he was "very pleased that the merger had been finalized." He added, "the customers of Pioneer are fortunate to be able to continue to be served with a vision rooted in the same values as Pioneer. FirstBank's very strong commitment to customer service and their demonstrated effectiveness in serving rural communities reflects Pioneer's own market emphasis, tradition and goals." Under the terms of the Merger Agreement between FirstBank and Oregon Trail dated February 24, 2003, the merger consideration consists of approximately 1,480,064 shares of FirstBank common stock and approximately $36.5 million based upon the 3,108,657 shares of Oregon Trail common stock outstanding as of the completion of the merger. Pursuant to the Merger Agreement, Oregon Trail shareholders were given the opportunity to elect to receive either cash or stock of FirstBank in exchange for the Oregon Trail shares they owned. The results of the election process indicated that more Oregon Trail shareholders elected to receive stock of FirstBank than was available. Therefore, pursuant to the allocation procedures set forth in the Merger Agreement, Oregon Trail shareholders who elected to receive stock of FirstBank will also receive cash as consideration for the Oregon Trail shares they own. Specifically, each Oregon Trail shareholder who submitted a valid election for stock consideration will receive 48.27990% stock (multiplied by the exchange ratio of 1.021 less any fractional share interest of FirstBank common stock paid at a rate of $28.16 per share) and 51.72010% cash paid at a rate of $22.00 per share for each share of Oregon Trail common stock they own. The remaining shares of Oregon Trail common stock for which valid elections were not submitted will be treated as cash elections. Oregon Trail shareholders who did not make a valid election will soon receive instructions on the cash exchange for their Oregon Trail shares. As a result of the acquisition, FirstBank will have assets in excess of $660 million, deposits of approximately $465 million and will operate 17 banking offices located in Washington, Idaho and Oregon. Founded in 1920, the Bank is based in Clarkston, Washington, and is known as the local community bank, offering its customers highly personalized service in the many communities it serves. Forward-Looking Information Statements contained in this news release which are not historical facts are forward looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by FirstBank with the Securities and Exchange Commission. DATASOURCE: FirstBank NW Corp. CONTACT: Clyde E. Conklin, FirstBank NW Corp., President and Chief Executive Officer, +1-509-295-5100 Web site: http://www.fbnw.com/

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