Oregon Trail Financial (NASDAQ:OTFC)
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FirstBank NW Corp. and Oregon Trail Financial Corp. Announce Final Results of
Election Period
CLARKSTON, Wash. and BAKER CITY, Ore., Oct. 28 /PRNewswire-FirstCall/ --
FirstBank NW Corp. ("FirstBank") and Oregon Trail Financial Corp. ("Oregon
Trail") . 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.
DATASOURCE: FirstBank NW Corp.
CONTACT: Clyde E. Conklin, President and Chief Executive Officer of
FirstBank NW Corp., +1-509-295-5100
Web site: http://www.fbnw.com/