North Bay Bancorp (NASDAQ:NBAN)
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Umpqua Holdings Corporation (NASDAQ:UMPQ), parent company of Umpqua Bank
and Strand, Atkinson, Williams & York Inc., and California-based North
Bay Bancorp (NASDAQ:NBAN) signed an agreement today for Umpqua Holdings
Corporation to acquire North Bay Bancorp and its principal operating
subsidiary, The Vintage Bank, along with its Solano Bank division. The
agreement provides for North Bay Bancorp shareholders to receive 1.217
shares of Umpqua common stock for each share of North Bay Bancorp common
stock, giving the acquisition a total value of approximately $156
million.
Upon completion of the acquisition, all The Vintage Bank and Solano Bank
branches will operate under the Umpqua Bank name. The acquisition will
add North Bay Bancorp’s network of 10 Northern
California branches, including locations in the Napa, St. Helena,
American Canyon, Vacaville, Benicia, Vallejo and Fairfield areas, to
Umpqua Bank’s network of 134 Northern
California, Oregon and Washington locations. Ray Davis will continue to
lead the combined organizations as president and CEO of Umpqua Holdings
Corporation and Bill Fike will continue as president of Umpqua
California.
“Our acquisition of North Bay Bancorp, the area’s
premier community bank, is an important step in Umpqua’s
growth strategy in California,” said Fike. “North
Bay Bancorp’s two operating banks enhance
Umpqua’s presence in this growing market, and
extends our focus on customer service and community. We look forward to
working with the business and agricultural community as well as the
residents of the area.”
“In previous acquisitions, Umpqua has
demonstrated how to bring two cultures together so the change benefits
everyone involved: our associates, our customers and our shareholders,”
said Fike. “We will do the same with this
acquisition, expanding our network and enhancing our lending power while
continuing to provide The Vintage Bank, Solano Bank and Umpqua Bank
customers with the service and commitment to community they rely on.”
“This is a strong strategic move that
provides The Vintage Bank and Solano Bank customers with a dynamic and
respected brand and a proven delivery system,”
said Terry
L. Robinson, president, CEO and director of North Bay Bancorp. “We
believe the prospects for creating long-term shareholder value are
greatly enhanced by the combination of our institutions.”
The boards of both companies have approved the transaction, which is
subject to regulatory approval and approval by the shareholders of North
Bay Bancorp, as well as other customary conditions of closing.
Completion is expected during the second quarter of 2007. Umpqua
Holdings Corporation expects the acquisition to be neutral to operating
earnings per share in 2007 and accretive in 2008. The operational
integration of the combined institutions is expected to be completed
during the second quarter of 2007. The combined organization will have
assets of approximately $8 billion, deposits of approximately $6.1
billion and shareholders’ equity of
approximately $1.3 billion.
Approximately 5.1 million shares of Umpqua Holdings Corporation common
stock are expected to be issued in connection with the acquisition.
In addition to serving as president of Umpqua Bank’s
California operations, Bill Fike will oversee the completion of the
acquisition. Robinson will work with Fike throughout the integration
period.
Milestone Advisors served as financial advisor and provided a fairness
opinion to the board of directors of Umpqua Holdings Corporation. Howe
Barnes Hoefer & Arnett served as financial advisor and provided a
fairness opinion to the board of directors of North Bay Bancorp.
About Umpqua Holdings Corporation
Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of
Umpqua Bank, an Oregon-based community bank recognized for its
entrepreneurial approach, innovative use of technology, and distinctive
banking solutions. Umpqua Bank has 134 locations stretching from the
greater Sacramento, Calif. area and San Joaquin Valley to Seattle, as
well as along the Oregon and Northern California Coast and in Central
Oregon. Umpqua Holdings also owns retail brokerage subsidiary Strand,
Atkinson, Williams & York Inc., which has locations in Umpqua Bank
stores and in dedicated offices throughout Oregon and Southwest
Washington. Umpqua Bank's Private Client Services Division provides
tailored financial services and products to individual customers. Umpqua
Holdings Corporation is headquartered in Portland, Ore. For more
information, visit www.umpquaholdingscorp.com.
About North Bay Bancorp
North Bay Bancorp is the holding company for The Vintage Bank in Napa
County and Solano Bank, a Division of The Vintage Bank, in Solano
County. This full-service commercial bank offers a wide selection of
deposit, loan and investment services to local consumers and small
business customers. The Vintage Bank opened in 1985 and now operates six
banking offices in Napa County, Northern California's number one tourist
destination and the nation's premier wine producing region. The main
office and two branch offices are located in the City of Napa. Vintage
also has branches in the city of St. Helena, American Canyon and the
Southern industrial area of Napa County. Solano Bank, a Division of The
Vintage Bank, launched in July 2000, has offices in the primary cities
along the I-80 corridor of Solano County, including Vacaville,
Fairfield, Vallejo and Benicia and an off-site ATM facility in downtown
Fairfield. Solano County is projected to be the fastest growing county
in Northern California through year 2030, and is attracting businesses
and residents with a quality lifestyle, affordable housing and
business-friendly attitudes.
____________________________________________________________
This press release includes forward-looking statements within the
meaning of the “Safe-Harbor”
provisions of the Private Securities Litigation Reform Act of 1995,
which management believes are a benefit to shareholders. These
statements are necessarily subject to risk and uncertainty and actual
results could differ materially due to certain risk factors, including
those set forth from time to time in Umpqua’s
and North Bay Bancorp’s filings with the SEC.
You should not place undue reliance on forward-looking statements and
we undertake no obligation to update any such statements. Specific
risks in this press release include whether North Bay Bancorp
shareholders approve the merger, whether the companies receive
regulatory approvals, the timing of closing, whether the companies have
accurately predicted acquisition and consolidation expenses, the timing
and amount of savings from consolidation, the expected earnings
contributions of both companies and management’s
ability to effectively integrate the companies.
The foregoing may be deemed to be offering materials of Umpqua
Holdings Corporation and solicitation of materials of North Bay Bancorp
in connection with the proposed merger of North Bay with and into Umpqua.
North Bay shareholders are urged to read the proxy
statement/prospectus that will be included in the registration statement
on Form S-4, which Umpqua will file with the SEC in connection with the
proposed acquisition, because it will contain important information
about Umpqua, North Bay, the acquisition and related matters. The
directors and executive officers of North Bay may be deemed to be
participants in the solicitation of proxies from North Bay shareholders.
Information regarding the participants and their security holdings can
be found in North Bay’s most recent proxy
statements filed with the SEC and the proxy statement/prospectus when it
is filed with the SEC. All documents filed with the SEC are or will be
available for free, both on the SEC web site (http://www.sec.gov)
and from Umpqua by directing a request to Umpqua Holdings Corporation,
Attention: Investor Relations, One SW Columbia Street, Suite 1200,
Portland, OR 97258, and from North Bay by directing a request to North
Bay Bancorp, Investor Relations, P.O. Box 2200, 1190 Airport Road, Napa,
CA 94558.
Map of Store Locations Available