TACOMA, Wash. and EUGENE, Ore., June 8,
2017 /PRNewswire/ -- Columbia Banking System, Inc.
(NASDAQ: COLB) ("Columbia") and
Pacific Continental Corporation (NASDAQ: PCBK) ("Pacific
Continental") today jointly announced that Pacific Continental
shareholders approved the completion of the previously announced
merger with Columbia, under which
Columbia will acquire Pacific
Continental, and Columbia
shareholders approved the issuance of Columbia common shares in the merger, at their
respective special meetings of shareholders held earlier
today. The proposals had been earlier approved by the
respective companies' boards of directors.
More than 99% of the Columbia
common shares voting at Columbia's
special meeting voted in favor of the issuance of Columbia common shares in connection with the
merger, representing more than 87% of all outstanding Columbia common shares. In addition,
more than 98% of the Pacific Continental common shares voting at
Pacific Continental's special meeting voted in favor of the merger,
representing more than 74% of all outstanding Pacific Continental
common shares. "We are pleased to announce that the
shareholders of both companies demonstrated enthusiasm in their
support of the merger," said Hadley
Robbins, Interim Chief Executive Officer of Columbia.
"We look forward to meeting the remaining closing conditions
expeditiously and providing our clients and communities with access
to the full strength of our combined resources."
"We are very pleased with the overwhelming endorsement of
shareholders approving the combination of these two top performing
community banks into a Northwest powerhouse," added Roger Busse, President and Chief Executive
Officer of Pacific Continental.
About Columbia
Headquartered in Tacoma,
Washington, Columbia Banking System, Inc. is the holding
company of Columbia Bank, a Washington
state-chartered full-service commercial bank, with locations
throughout Washington,
Oregon and Idaho. For the
tenth consecutive year, the bank was named in 2016 as one
of Puget Sound Business Journal's "Washington's Best Workplaces."
Columbia ranked in the top 30 on
the 2017 Forbes list of best banks in the country for the
fifth year in a row. More information about Columbia can be found on its website at
www.columbiabank.com.
About Pacific Continental
Pacific Continental Bank, the operating subsidiary of Pacific
Continental Corporation, delivers highly personalized services
through 15 banking offices in Oregon and Washington. The Bank also
operates loan production offices in Tacoma, Washington and Denver, Colorado. Pacific Continental,
with $2.5 billion in assets, has
established one of the most unique and attractive metropolitan
branch networks in the Pacific Northwest with offices in three of
the region's largest markets including Seattle, Portland and Eugene. Pacific Continental
targets the banking needs of community-based businesses, health
care professionals, professional service providers and nonprofit
organizations.
Since its founding in 1972, Pacific Continental Bank has been
honored with numerous awards and recognitions from highly regarded
third-party organizations including the Seattle Times, the Portland Business
Journal, Seattle Business magazine and Oregon
Business magazine. A complete list of the company's
awards and recognitions – as well as supplementary information on
Pacific Continental Bank – can be found online at
www.therightbank.com. Pacific Continental Corporation's shares are
listed on the Nasdaq Global Select market under the symbol "PCBK"
and are a component of the Russell 2000 Index.
Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact
are forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause Columbia's
or Pacific Continental's performance or achievements to be
materially different from any expected future results, performance,
or achievements. Forward-looking statements speak only as of
the date they are made, and neither Columbia nor Pacific Continental assumes any
duty to update forward-looking statements. We caution readers
that a number of important factors could cause actual results to
differ materially from those expressed in, or implied or projected
by, such forward-looking statements. Such forward-looking
statements include, but are not limited to, statements about the
benefits of the business combination transaction involving
Columbia and Pacific Continental,
including future financial and operating results, the combined
company's plans, objectives, expectations and intentions and other
statements that are not historical facts. The following
factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: (i) the
possibility that the merger does not close when expected or at all
because required regulatory or other approvals and other conditions
to closing are not received or satisfied on a timely basis or at
all; (ii) changes in Columbia's
stock price before closing, including as a result of the financial
performance of Pacific Continental prior to closing, or more
generally due to broader stock market movements, and the
performance of financial companies and peer group companies; (iii)
the risk that the benefits from the transaction may not be fully
realized or may take longer to realize than expected, including as
a result of changes in general economic and market conditions,
interest and exchange rates, monetary policy, laws and regulations
and their enforcement, and the degree of competition in the
geographic and business areas in which Columbia and Pacific Continental operate; (iv)
the ability to promptly and effectively integrate the businesses of
Columbia and Pacific Continental
or achieve expected beneficial synergies and/or operating
efficiencies, in each case within expected time-frames or at all;
(v) the reaction to the transaction of the companies' customers,
employees and counterparties; (vi) diversion of management time on
merger-related issues; (vii) lower than expected revenues, credit
quality deterioration or a reduction in real estate values or in
net earnings; and (viii) other risks that are described in
Columbia's and Pacific
Continental's public filings with the Securities and Exchange
Commission (the "SEC"). For more information, see the risk
factors described in each of Columbia's and Pacific Continental's Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other
filings with the SEC.
Additional Information About The Merger And Where To Find
It
Shareholders are urged to carefully review and consider each of
Columbia's and Pacific
Continental's public filings with the SEC, including but not
limited to their Annual Reports on Form 10-K, their proxy
statements, their Current Reports on Form 8-K and their Quarterly
Reports on Form 10-Q. In connection with the proposed
transaction, on April 24, 2017
Columbia filed with the SEC a Registration Statement on Form S-4
that included a Joint Proxy Statement of Columbia and Pacific Continental and a
Prospectus of Columbia, as well as
other relevant documents concerning the proposed transaction.
Shareholders of Columbia and
Pacific Continental are urged to carefully read the Registration
Statement and the Joint Proxy Statement/Prospectus regarding the
transaction in their entirety and any other relevant documents
filed with the SEC, as well as any amendments or supplements to
those documents, because they will contain important
information. A definitive Joint Proxy Statement/Prospectus
was sent to the shareholders of each institution seeking any
required shareholder approvals on or about April 28, 2017. The Joint Proxy
Statement/Prospectus and other relevant materials filed with the
SEC may be obtained free of charge at the SEC's Website at
http://www.sec.gov. Columbia and Pacific Continental
shareholders are urged to read the Joint Proxy Statement/Prospectus
and the other relevant materials.
Investors will also be able to obtain these documents, free of
charge, from Pacific Continental by accessing Pacific Continental's
website at www.therightbank.com under the link "Investor Relations"
or from Columbia at
www.columbiabank.com under the tab "About Us" and then under the
heading "Investor Relations." Copies can also be obtained,
free of charge, by directing a written request to Columbia Banking
System, Inc., Attention: Corporate Secretary, 1301 A Street, Suite
800, Tacoma, Washington 98401-2156
or to Pacific Continental Corporation, Attention: Corporate
Secretary, 111 West Seventh Avenue, P.O. Box 10727, Eugene, Oregon 97440-2727.
Columbia Contacts:
Hadley S. Robbins, Interim
Chief Executive Officer
(253) 305-1900
Clint E. Stein, Executive
Vice President and Chief Financial Officer
(253) 593-8304
Pacific Continental Contact:
Roger Busse, President and
Chief Executive Officer
(541) 686-8685
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SOURCE Columbia Banking System, Inc.