PremierWest Bank and AmericanWest Bank announced today that
PremierWest Bancorp (NASDAQ: PRWT) and affiliates of AmericanWest
Bank have entered into an amendment to the Agreement and Plan of
Merger relating to the proposed merger of PremierWest Bancorp with
an affiliate of AmericanWest Bank. Under the revised terms, each
outstanding share of PremierWest Bancorp common stock will be
converted into the right to receive $2.00 in cash, which represents
an additional $0.35 per share in cash consideration. The additional
consideration totals approximately $3.5 million in additional cash
proceeds to the holders of PremierWest common stock, which
represents an increase of approximately 21% from the prior proposal
and represents a premium of approximately 32.5% over the $1.51 per
share closing price of PremierWest common stock on October 26,
2012, the trading day immediately prior to the announcement of the
merger agreement, and a premium of approximately 40.3% over the
average price in the 20-trading days prior to and including October
26, 2012.
"We are very pleased to announce the increased merger
consideration to our common shareholders and we continue to believe
that the merger with AmericanWest Bank is in the best interests of
PremierWest shareholders," said Jim Ford, President and CEO of
PremierWest Bancorp.
"The merger will bring together two like-minded banks creating a
dynamic, financially-strong community bank with a deep commitment
to providing the service and engagement PremierWest customers and
communities have come to expect," said Scott A. Kisting, Chairman
and CEO, AmericanWest Bank.
PremierWest Bancorp's board of directors approved the amendment
to the merger agreement and continues to recommend that PremierWest
shareholders vote "FOR" the merger proposal. Shareholders who have
previously submitted their proxy or otherwise voted, and who do not
want to change their vote, need not take any action. Shareholders
who have questions about the merger proposal, need assistance in
submitting their proxy or voting their shares (or changing a prior
vote of their shares) should contact Georgeson, Inc., PremierWest's
proxy solicitor, toll-free at 1-877-278-9670. Internet and
telephone voting will be available until 11:59 p.m. Eastern Time on
Wednesday, March 27, 2013.
PremierWest Bancorp's further adjourned Special Meeting will be
reconvened at the PremierWest Bancorp Corporate Headquarters, 503
Airport Road, Medford, Oregon, at 9:00 a.m. on Thursday, March 28,
2013. At the reconvened Special Meeting, holders of PremierWest
Bancorp common stock will be asked to consider and vote upon the
merger proposal and, if necessary, the adjournment proposal, as set
forth in the proxy statement.
IMPORTANT ADDITIONAL INFORMATION
PremierWest Bancorp filed a definitive proxy statement with the
U.S. Securities and Exchange Commission on January 4, 2013, in
connection with the proposed merger of PremierWest and an affiliate
of AmericanWest Bank. PremierWest Bancorp will file a supplement to
the definitive proxy statement that will describe the revisions to
the merger agreement, including, among other things, the increase
in the consideration. PremierWest Bancorp will mail the supplement
to all holders of record of PremierWest Bancorp common stock as of
December 31, 2012, the record date for the Special Meeting of
shareholders. Shareholders of PremierWest are urged to read the
proxy statement and the supplement, because they contain important
information. Shareholders can obtain a free copy of the proxy
statement and the supplement, as well as other filings containing
information about PremierWest and the merger, without charge, at
the U.S. Securities and Exchange Commission's Internet site
(www.sec.gov). In addition, copies of the proxy statement and the
supplement, and other filings containing information about
PremierWest and the proposed merger, can be obtained, without
charge, by directing a request to PremierWest's Internet site at
www.premierwestbank.com under the heading "About Us" and then under
the heading "Investor Relations." Shareholders and customers may
also contact: James M. Ford, PremierWest President & CEO at
(541) 618-6020 or Jim.Ford@PremierWestBank.com or Doug Biddle,
Executive Vice President & Chief Financial Officer at (541)
282-5391 or Doug.Biddle@PremierWestBank.com.
DISCLOSURE REGARDING FORWARD-LOOKING
STATEMENTS
This press release includes forward-looking statements within
the meaning of the "Safe-Harbor" provisions of the Private
Securities Litigation Reform Act of 1995, which management believes
are a benefit to shareholders. We make forward-looking statements
in this press release about the proposed merger with Pearl Merger
Sub Corp., a wholly-owned subsidiary of Starbuck Bancshares, Inc.
These statements are necessarily subject to risk and uncertainty
and actual results could differ materially due to certain risk
factors, including those set forth from time to time in
PremierWest's filings with the SEC. Such statements are subject to
risks that we may be unable to procure the required shareholder
approval. You should not place undue reliance on forward-looking
statements and we undertake no obligation to update any such
statements.
PROXY SOLICITATION
PremierWest and its directors and executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies from PremierWest
shareholders in respect of the proposed merger. You can find
information about PremierWest's executive officers and directors in
PremierWest's definitive annual proxy statement filed with the U.S.
Securities and Exchange Commission on April 9, 2012. You can obtain
free copies of PremierWest's annual proxy statement, and
PremierWest's proxy statement in connection with the merger by
contacting PremierWest's investor relations department.
ABOUT PREMIERWEST BANCORP
PremierWest Bancorp (NASDAQ: PRWT) is a bank holding company
headquartered in Medford, Oregon, and operates primarily through
its subsidiary, PremierWest Bank. PremierWest Bank offers expanded
banking-related services through its subsidiary, PremierWest
Investment Services, Inc.
PremierWest Bank was created following the merger of the Bank of
Southern Oregon and Douglas National Bank in May 2000. In April
2001, PremierWest Bancorp acquired Timberline Bancshares, Inc. and
its wholly-owned subsidiary, Timberline Community Bank, located in
Siskiyou County in northern California. In January 2004,
PremierWest acquired Mid Valley Bank located in the northern
California counties of Shasta, Tehama and Butte. In January 2008,
PremierWest acquired Stockmans Financial Group, and its
wholly-owned subsidiary, Stockmans Bank, located in the Sacramento,
California area. During the last several years, PremierWest
expanded into Klamath Falls and the Central Oregon communities of
Bend and Redmond, and into Nevada, Yolo and Butte counties in
California.
ABOUT AMERICANWEST BANK
Based in Spokane, Washington, AmericanWest Bank is a
business-focused community bank offering commercial and small
business banking, mortgage lending, treasury management products as
well as a full-suite of personal banking products. The bank
currently operates 80 branches in Washington, California, Idaho and
Utah. Learn more about us at www.awbank.net.
CONTACT: For PremierWest Bank: Doug Biddle EVP &
Chief Financial Officer (541) 282-5391
doug.biddle@premierwestbank.com For AmericanWest Bank: Kelly McPhee
Director of Communications (509) 232-1968 kmcphee@awbank.net
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