TACOMA, Wash. and ENUMCLAW, Wash., March 28 /PRNewswire-FirstCall/ --
Columbia Banking System, Inc. (Nasdaq: COLB) ("Columbia"), the holding
company for Columbia Bank and Bank of Astoria, and Mountain Bank Holding
Company (OTC Bulletin Board: MNBH) ("Mountain Bank"), the holding company
for Mt. Rainier National Bank (a commercial bank with assets of $230
million at December 31, 2006) today announced the signing of a definitive
agreement for the merger of Mountain Bank with and into Columbia in a
cash-and-stock transaction valued at approximately $60 million (including
value to option holders). Shareholders of Mountain Bank will receive $25.00
per share in a unit of stock and cash within certain parameters described
in the merger agreement.
Columbia Banking System also announced today the signing of a
definitive agreement to acquire Town Center Bancorp of Portland, Oregon,
the holding company for Town Center Bank. Upon completion of the two
transactions, the combined total assets will approach $2.9 billion and 51
branches.
The boards of both Columbia and Mountain Bank have unanimously approved
the transaction, which is subject to approval by Mountain Bank's
shareholders, as well as regulatory approvals and other customary
conditions of closing. Upon closing of the transaction, which is
anticipated to take place in the third quarter of 2007, Mt. Rainier
National Bank will be merged into Columbia Bank and will do business as Mt.
Rainier Bank.
Terms of the agreement call for Columbia to pay $25.00 per Mountain
Bank share provided Columbia's stock trades within a specified range. The
$25.00 in value will consist of a unit of $11.25 in cash and $13.75 worth
of Columbia shares for each Mountain Bank common share subject to
adjustments depending upon Columbia's stock price prior to closing. The
transaction is expected to be accretive to Columbia's earnings in 2008.
Mountain Bank shareholders are expected to be generally entitled to
tax-free treatment as to the portion of the consideration that is paid in
Columbia shares.
Mt. Rainier National Bank was formed in 1990 to serve the banking needs
of the Enumclaw community. Since then, Mt. Rainier has expanded into
several adjacent King County communities and into two markets in Pierce
County. As of December 31, 2006, Mountain Bank had approximately $229.9
million in total assets, $164.6 million in net loans, $204.3 million in
deposits and $22.3 million in shareholders' equity. In 2006, Mountain Bank
earned $2.2 million in net income, or a 10.3% return on average equity and
a 1.02% return on average assets. From 2002 to 2006, Mountain Bank grew
assets and deposits at an approximately 13% compound annual growth rate,
net loans grew by over 18% and net income grew by approximately 21%.
Roy Brooks, Chairman and Chief Executive Officer of Mountain Bank
Holding Company, commented, "Our primary goal at Mountain Bank Holding
Company is to increase the value of our shareholders' investment. At this
point we feel that joining forces with Columbia is the best possible step
we can take to move forward with our founding goal. We welcome the
opportunity to partner with the Columbia team, as we have known and
followed their story for a long time. This transaction allows us to reward
our shareholders who have been the foundation of our success since 1990."
"We will benefit from the ability to offer our customers an expanded
group of products and services as well as larger lending capabilities,"
added Steve Moergeli, Chief Executive Officer of Mt. Rainier National Bank.
"We believe that our cultures match very well, allowing our employees to
continue with a company that is very similar to Mt. Rainier. Columbia's
community involvement and strong customer service matches our strong
commitment to the communities and customers we serve in King and Pierce
Counties." Moergeli will remain as Mt. Rainier Bank's President. Roy Brooks
will remain with Mt. Rainier Bank and chair an Advisory Board made up of
current Mountain Bank directors and a Columbia representative.
Melanie Dressel, President and Chief Executive Officer of Columbia
Banking System added, "We are enthusiastic about the opportunity to combine
with an organization like Mt. Rainier. Their approach to banking and
customer service mirrors the way we do business, which is very important to
us. We believe that the addition of Mt. Rainier will be a rewarding
transaction for the combined shareholder base."
Columbia was advised in the transaction by D.A. Davidson & Co., as
financial advisor, and Miller Nash LLP, as legal counsel. Mountain Bank was
advised by Sandler O'Neill & Partners, LP, as financial advisor, and Graham
& Dunn PC, as legal counsel.
Conference Call
Columbia will host a conference call to discuss the acquisition
tomorrow, on Thursday, March 29, 2007 at 1:30 p.m. PDT. Interested
investors, analysts, media representatives and the public are invited to
listen to this discussion by calling 1-866-404-2271; Conference ID code
4044023. An accompanying presentation will be available on Columbia Banking
System's website at http://www.columbiabank.com. To access, go to "The Latest
Info" on the home page and click on "Conference Call Presentation."
A conference call replay will be available from approximately 3:00 p.m.
PDT on March 29 through midnight PDT on Thursday, April 5, 2007. The
conference call replay can be accessed by dialing 1-800-642-1687 and
entering Conference ID code 4044023.
About Columbia Banking System
Columbia Banking System, Inc. (Columbia) is a Tacoma-based bank holding
company with $2.6 billion in assets. Its wholly owned banking subsidiaries
are Columbia Bank and Bank of Astoria. Columbia Bank is a Washington state-
chartered full-service commercial bank with 35 banking offices in Pierce,
King, Cowlitz, Kitsap and Thurston counties. Bank of Astoria, a federally
insured commercial bank headquartered in Astoria, Oregon, operates four
branches in Clatsop County: Astoria, Warrenton, Seaside and Cannon Beach;
and one branch in Manzanita in Tillamook County. More information about
Columbia can be found on its website at http://www.columbiabank.com.
Columbia Note Regarding Forward Looking Statements
This news release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which can
be identified by words such as "may," "expected," "anticipate," "continue,"
or other comparable words. In addition, all statements other than
statements of historical facts that address activities that Columbia
expects or anticipates will or may occur in the future are forward-looking
statements. Readers are encouraged to read the reports of Columbia, filed
with the Securities and Exchange Commission (the "SEC") particularly its
Form 10-K for the fiscal year ended December 31, 2006, for a discussion of
risks, uncertainties and other factors that may cause actual results to
differ materially from those contemplated by the forward looking
statements.
About Mountain Bank Holding Company
Mountain Bank Holding Company is a Washington corporation formed in
1993 primarily to hold all of the Common Stock of Mt. Rainier National
Bank, a National Banking Association. Mt. Rainier Bank provides personal
and commercial banking and related financial services at its main office
located in Enumclaw, Washington, and from five branch offices located in
Buckley, Black Diamond, Auburn, Maple Valley, and Sumner, Washington. Mt.
Rainier Bank also provides loan services at a loan production office
located in Federal Way, Washington. More information can be found at our
web site http://www.mrnbank.com.
Mountain Bank Note Regarding Forward Looking Statements
In addition to historical information, this news release contains
certain "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (PSLRA). This statement is
included for the express purpose of availing the Company of the protections
of the safe harbor provisions of the PSLRA. The forward-looking statements
contained in this news release are subject to factors, risks, and
uncertainties that may cause actual results to differ materially from those
projected. Important factors that might cause such a material difference
include, but are not limited to, those discussed in this section of the
news release. In addition, the following items are among the factors that
could cause actual results to differ materially from the forward looking
statements in this news release: general economic conditions, including
their impact on capital expenditures; business conditions in the banking
industry; the regulatory environment; new legislation; vendor quality and
efficiency; employee retention factors; rapidly changing technology and
evolving banking industry standards; competitive factors, including
increased competition with community, regional, and national financial
institutions; fluctuating interest rate environments; and similar matters.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the date of the
statement. Mountain Bank Holding Company undertakes no obligation to
publicly revise or update these forward-looking statements to reflect
events or circumstances that arise after the date of this news release.
Readers should carefully review the risk factors described in this and
other documents we file from time to time with the SEC.
Additional Information About the Transaction and Where to Find It
In connection with the proposed transaction, Columbia intends to file
with the SEC a Registration Statement on Form S-4 that will include a proxy
statement of Mountain Bank Holding Company that also constitutes a
prospectus of Columbia. Mountain Bank will mail the proxy
statement/prospectus to its shareholders. Shareholders of Mountain Bank and
other interested parties are urged to read the proxy statement/prospectus
when it becomes available and other relevant documents Columbia and
Mountain Bank have filed or will file with the SEC at the SEC's website at
http://www.sec.gov because they contain important information. The proxy
statement/prospectus (when it is available) and other documents may also be
obtained free of charge by requesting them in writing from Columbia Banking
System, Inc., Attention: Corporate Secretary, 1301 A Street, Suite 800,
Tacoma, Washington 98402. Copies of the proxy statement/prospectus and
documents filed by Mountain Bank with the SEC may also be obtained for free
by contacting Sheila Brumley, Mountain Bank Holding Company, 501 Roosevelt
Avenue, Enumclaw, Washington 98022.
Participants in the Solicitation
Mountain Bank, Columbia and their respective directors, executive
officers and certain other members of management may be deemed to be
participants in the solicitation of proxies from Mountain Bank shareholders
in favor of the proposed transaction. Information regarding the persons who
may, under the rules of the SEC, be considered participants in the
solicitation of the Mountain Bank shareholders in connection with the
proposed transaction will be set forth in the proxy statement/prospectus
when it is filed with the SEC. You can find information about Columbia's
executive officers and directors in Columbia's definitive proxy statement
on Schedule 14A filed with the SEC on March 19, 2007. You can find
information about the interests of Mountain Bank's executive officers and
directors, including their beneficial ownership of Mountain Bank common
stock, in Mountain Bank's definitive proxy statement on Schedule 14A filed
with the SEC on April 7, 2006. You can also obtain free copies of these
documents from Columbia or Mountain Bank using the contact information
above.
Contacts: Melanie J. Dressel, President and Chief Executive Officer
Columbia Banking System, Inc.
(253) 305-1911
Gary R. Schminkey, Executive Vice President
and Chief Financial Officer
Columbia Banking System, Inc.
(253) 305-1966
Roy T. Brooks, Chairman and Chief Executive Officer
Mountain Bank Holding Company
(360) 802 6308
Steve W. Moergeli, President
Mt. Rainier National Bank
(360) 802-6302
SOURCE Columbia Banking System, Inc.
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Related links:
http://www.mrnbank.com/
http://www.columbiabank.com/
CONTACT:
Melanie J. Dressel, President and Chief
Executive Officer, +1-253-305-1911, or Gary R. Schminkey,
Executive Vice President and Chief Financial Officer,
+1-253-305-1966, both of Columbia Banking System, Inc.; or Roy T.
Brooks, Chairman and Chief Executive Officer of Mountain Bank
Holding Company, +1-360-802-6308; or Steve W. Moergeli, President
of Mt. Rainier National Bank, +1-360-802-6302
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