CLARKSTON, Wash. and BAKER CITY, Ore., Oct. 28 /PRNewswire-FirstCall/ --
FirstBank NW Corp. ("FirstBank") (Nasdaq: FBNW) and Oregon Trail Financial
Corp. ("Oregon Trail") (Nasdaq: OTFC). announced today the final results of
the cash/stock election in connection with the pending merger of the two
companies.
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. As previously announced, 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 .482412230% 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 51.75878% 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.
The parties currently anticipate that the merger will be completed after
the close of business on October 31, 2003.
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.
SOURCE FirstBank NW Corp.
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Related links:
http://www.fbnw.com
CONTACT:
Clyde E. Conklin, President and Chief
Executive Officer of FirstBank NW Corp., +1-509-295-5100
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