Columbia Banking System, Inc, and Intermountain Community Bancorp today jointly announced the signing of a definitive agreement to merge Intermountain into Columbia in a stock and cash transaction valued at approximately $121.5 million or approximately $18.22 per share based on Columbia’s July 23, 2014, stock price. The combined company will have approximately $8.2 billion in assets with over 150 branches throughout Washington, Oregon and Idaho.
“We are delighted that Intermountain has agreed to join and grow with Columbia by continuing to build on the market share they have already established,” said Melanie J. Dressel, President and Chief Executive Officer of Columbia. “We have stated for many years that it has long been our strategy to become the premier Pacific Northwest regional community bank. We have always felt that Idaho was an important part of that strategy and Intermountain, with their statewide presence, provides us with a substantial base to serve the Idaho market. We see this as an exciting opportunity for both companies, our shareholders, and our respective teams of bankers. Both Intermountain and Columbia share a strong commitment to the communities we serve. I would also like to add that we are pleased that Curt Hecker, President and CEO of Intermountain, will be continuing on with Columbia to help lead our Idaho expansion. In addition, at closing, one current community-based director from Intermountain will join the board of Columbia.”
“This partnership with Columbia Bank is a wonderful opportunity to expand our mission with a recognized leader in community banking in the Northwest,” said Mr. Hecker. “Our outstanding customer service, community focus and institutional mission will continue with Columbia. Together, we will provide industry-leading expertise and resources in community banking throughout the Northwest. We believe the united institution will provide a host of benefits to our shareholders, customers and employees.”
Under the terms of the merger agreement, Intermountain shareholders are entitled to receive 0.6426 shares of Columbia common stock and $2.2930 in cash for each share of Intermountain stock. Based on Columbia’s closing stock price as of July 23, 2014, the merger consideration is valued at $18.22 per share. The value of the merger consideration will fluctuate based on the value of Columbia's stock until closing. Subject to proration procedures, Intermountain shareholders can elect to receive consideration consisting of all stock, all cash or a combination of stock and cash. At closing, Intermountain shareholders will own approximately 7.4% of the combined company.
Closing of the transaction is contingent on the approval of Intermountain shareholders and receipt of necessary regulatory approvals along with satisfaction of other typical closing conditions. The agreement was approved by the Board of Directors of each company. In addition, the two largest shareholders of Intermountain, among others, have already agreed to vote in favor of the merger.
Contingent upon receipt of regulatory approvals the acquisition is expected to close in the fourth quarter of 2014 and to be immediately accretive to Columbia’s earnings per share. At closing, Columbia anticipates tangible book value per share dilution of approximately 1% which is expected to be earned back in approximately three years, and current financial modeling of the merger indicates an internal rate of return in excess of 15%.
Columbia was advised in this transaction by Keefe, Bruyette & Woods, a Stifel Company, as financial advisor and Sullivan & Cromwell LLP, as legal counsel. Intermountain was advised by Sandler O'Neill + Partners, L.P., as financial advisor, and Graham & Dunn PC, as legal counsel.
Conference Call: Thursday, July 24th at 9:00 a.m. PDT
Columbia and Intermountain will hold a joint conference call regarding this announcement on Thursday, July 24, 2014 at 9:00 a.m. PDT. Those wishing to participate in the call may dial (866) 378-3802; Conference ID code #71565968. The investor presentation for this transaction can be accessed prior to the call at Columbia’s website at www.columbiabank.com and clicking on the Intermountain logo in the lower right hand corner of the home page. A replay of the call will be available through midnight PDT July 31, 2014 by calling (855) 859-2056 and entering Conference ID code #71565968.
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