TACOMA, Wash. and PORTLAND, Ore., March 28 /PRNewswire-FirstCall/ --
Columbia Banking System, Inc. (Nasdaq: COLB) today announced the signing of
a definitive agreement to acquire Town Center Bancorp (OTC Bulletin Board:
TWBC) of Portland, Oregon in a cash-and-stock transaction valued at
approximately $45.1 million (including value to optionholders), or $20.75
per Town Center share, based upon today's closing stock price for Columbia.
Columbia Banking System also announced today the signing of a
definitive agreement for the merger of Mountain Bank Holding Company, the
holding company for Mt. Rainier National Bank. Upon completion of the two
transactions, the combined total assets will approach $2.9 billion and 51
branches.
The boards of both companies unanimously approved the transaction,
which is subject to approval by Town Center Bancorp'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 2007, Town Center Bank, the banking subsidiary of Town Center
Bancorp, will be merged into Columbia State Bank, a subsidiary of Columbia
Banking System.
Terms of the agreement call for Columbia to pay a unit of $9.382 in
cash and 0.3391 of Columbia Banking System shares for each share of Town
Center Bancorp common stock. The actual value of the consideration paid for
each share of Town Center Bancorp stock will depend on the stock price of
Columbia at the time of closing. In the aggregate, Columbia will pay
approximately $19.3 million in cash and issue 698,182 shares of common
stock based on Town Center's current shares outstanding of 2,058,928, or
$20.8 million in cash and 751,722 shares of Columbia stock if all
outstanding Town Center Bancorp stock options are exercised prior to
closing. Based on the March 28, 2007 closing price of $33.53, the value of
the stock consideration is approximately $23.4 million. The transaction is
expected to be accretive to Columbia's earnings in the first full year. The
portion of the consideration that is paid in Columbia shares is expected to
be recognized as a tax-free exchange to Town Center shareholders. The
agreement calls for any unexercised Town Center options to be converted
into options to purchase Columbia's stock.
The addition of Town Center will give Columbia a presence in the
Portland Metropolitan area and strengthen its southwestern Washington
footprint. Founded in 1997, Town Center Bank offers banking services to
individuals, professionals and small business clients throughout the
Portland Metropolitan area. As of December 31, 2006, Town Center Bancorp
had consolidated total assets of approximately $133.4 million, net loans of
$106.6 million, total deposits of $103.2 million and stockholders' equity
of $12.9 million. In 2006, Town Center Bancorp earned $2.1 million in net
income, or an 18.1% return on average equity and a 1.68% return on average
assets. From 2002 to 2006, Town Center Bancorp grew assets, loans and
deposits at an approximately 30% compound annual growth rate while growing
earnings by over 40%.
Bruce Bryant, President and Chief Executive Officer of Town Center
Bancorp commented, "We are very pleased to be joining the Columbia team,
which brings tremendous resources to our organization. This combination is
significantly positive for our shareholders, employees and customers. With
a similar culture and approach to banking, this merger creates an
opportunity for us to increase our product and service offerings as well as
expand lending capabilities, all to the benefit of our clients throughout
the Portland Metropolitan area."
Melanie Dressel, President and Chief Executive Officer of Columbia
Banking System added, "We are very excited about this combination with Town
Center and our entry into the Portland Metropolitan area. Bruce and his
team at Town Center have built a solid franchise that we believe we can
together leverage with our additional products, capital and increased
lending limits. We feel the culture and core values of the Town Center team
match up perfectly with what we have developed at Columbia."
Columbia was advised in the transaction by D.A. Davidson & Co., as
financial advisor, and Graham & Dunn PC, as legal counsel. Town Center was
advised by McAdams Wright Ragen, as financial advisor, and Foster Pepper
LLP, 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, Inc.
Columbia Banking System, Inc. (Columbia) is a Tacoma-based bank holding
company with $2.6 billion in assets whose wholly owned banking subsidiaries
are Columbia State Bank and Bank of Astoria. Columbia State 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.
About Town Center Bancorp
Town Center Bank is the primary operating subsidiary of Town Center
Bancorp, a community-owned financial services holding company. The Bank was
established in 1997 and the holding company was formed in April 2002. Town
Center Bancorp operates with a local Board of Directors and the Bank is a
member of the Federal Deposit Insurance Corporation. Headquartered at 82nd
& King Road in Portland, Town Center Bank primarily serves individuals,
professionals and small business clients throughout the Portland
Metropolitan and North Clackamas County areas. The Bank operates five
branch offices in the North Clackamas and Northeast Portland area and a
mortgage loan office, Town Center Mortgage, in Northeast Portland.
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 SEC reports of Columbia,
particularly its form 10-K for the Fiscal Year ended December 31, 2006, for
meaningful cautionary language discussing why actual results may vary
materially from those anticipated by management.
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
Bruce Bryant, President and Chief Executive Officer
Town Center Bancorp
(503) 772-1620
SOURCE Columbia Banking Systems, Inc.
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Related links:
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 Bruce
Bryant, President and Chief Executive Officer of Town Center
Bancorp, +1-503-772-1620
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