Enterprising Investor
11年前
Acquisition of Intermountain Community Bancorp by Columbia Banking System, Inc. May Not Be in Shareholders' Best Interests (7/24/14)
SAN DIEGO and SANDPOINT, Idaho, July 24, 2014 /PRNewswire/ -- Shareholder rights attorneys at Robbins Arroyo LLP are investigating the proposed acquisition of Intermountain Community Bancorp (NASDAQ: IMCB) by Columbia Banking System, Inc. (NASDAQ: COLB). On July 23, 2014, the two companies announced the signing of a definitive agreement to merge the two companies. Under the terms of the agreement, Intermountain shareholders will receive $2.2930 in cash and 0.6426 shares of Columbia common stock, for a total consideration of $18.22 per share. Following the closing of the transaction, Intermountain shareholders will own approximately 7.4% of the combined company.
Is the Proposed Acquisition Best for Intermountain and Its Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors at Intermountain is undertaking a fair process to obtain maximum value and adequately compensate Intermountain shareholders.
As an initial matter, the $18.22 merger consideration represents a premium of just 11.7% based on Intermountain's closing price on July 23, 2014. This premium is significantly below the median one-day premium of nearly 62% for comparable transactions in the past five years. Further, on July 23, 2014, the same day as the merger announcement, Intermountain released its financial results for the company's second quarter 2014. For the quarter, Intermountain reported that its net income applicable to common shareholders increased to $1.3 million, or $0.19 per diluted share, from $1.0 million, or $0.16 per diluted share during the first quarter of 2014. Intermountain also highlighted that its interest income increased $426,000 compared to the first quarter and asset yields grew to 3.95% compared to 3.81%. In addition, the company's nonperforming loans decreased to $3.4 million compared to $4.5 million and $4.8 million in the previous quarter and same quarter 2013, respectively.
In light of these facts, Robbins Arroyo LLP is examining Intermountain's board of directors' decision to merge the company now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.
Intermountain shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information. Intermountain shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, ddonahue@robbinsarroyo.com, or via the shareholder information form on the firm's website.
Robbins Arroyo LLP is a nationally recognized leader in securities litigation and shareholder rights law. The law firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested.
Attorney Advertising. Past results do not guarantee a similar outcome.
Contact:
Darnell R. Donahue
Robbins Arroyo LLP
ddonahue@robbinsarroyo.com
(619) 525-3990 or Toll Free (800) 350-6003
www.robbinsarroyo.com
http://www.prnewswire.com/news-releases/acquisition-of-intermountain-community-bancorp-by-columbia-banking-system-inc-may-not-be-in-shareholders-best-interests-268534032.html
56Chevy
11年前
Columbia Banking System Enters Idaho With The Intermountain Community Bancorp Merger
PR Newswire July 23, 2014: 08:25 PM ET
TACOMA, Wash. and SANDPOINT, Idaho, July 23, 2014 /PRNewswire/ -- Columbia Banking System, Inc. (NASDAQ: COLB, "Columbia") and Intermountain Community Bancorp (NASDAQ: IMCB, "Intermountain") 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.
About Columbia
Headquartered in Tacoma, Washington, Columbia Banking System, Inc. is the holding Company of Columbia State Bank, a Washington state-chartered full-service commercial bank. For the seventh consecutive year, the bank was named in 2013 as one of Puget Sound Business Journal's "Washington's Best Workplaces." More information about Columbia can be found on its website at www.columbiabank.com
About Intermountain
Intermountain is headquartered in Sandpoint, Idaho, and operates as four separate divisions with nineteen banking locations in three states. Its banking subsidiary, Panhandle State Bank, offers financial services through northern Idaho offices in Sandpoint, Ponderay, Bonners Ferry, Priest River, Coeur d'Alene, Post Falls, Rathdrum and Kellogg. Intermountain Community Bank, a division of Panhandle State Bank, operates branches in southwest Idaho in Weiser, Payette, Nampa, Caldwell and Fruitland, as well as in Ontario, Oregon. Intermountain Community Bank Washington, a division of Panhandle State Bank, operates branches in downtown Spokane and Spokane Valley, Washington. Magic Valley Bank, a division of Panhandle State Bank, operates branches in Twin Falls and Gooding, Idaho. Additional information on Intermountain Community Bancorp, and its internet banking services, can be found at www.intermountainbank.com.
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http://money.cnn.com/news/newsfeeds/articles/prnewswire/SF76002.htm
FD: I do not own shares of COLB
Marker:
Columbia Banking Sys (COLB)
$25.96 up 1.17 (4.72%)
Volume: 0
Penny Roger$
13年前
Columbia Banking System, Inc. is a bank holding company whose wholly owned banking subsidiary, Columbia State Bank (Columbia Bank or the Bank) also does business under the Bank of Astoria name and conducts full-service commercial banking business in the states of Washington and Oregon. It provides a range of banking services to small and medium-sized businesses, professionals and individuals. As of December 31, 2011, Columbia Bank had 102 branch locations in Washington and Oregon. Included in these branch locations are six Columbia Bank branches doing business in Oregon under the Bank of Astoria name in Astoria, Warrenton, Seaside and Cannon Beach in Clatsop County and in Manzanita and Tillamook in Tillamook County. Columbia Bank is a Washington state-chartered commercial bank. On August 5, 2011, the Bank acquired certain assets of the Bank of Whitman. On May 27, 2011, it acquired certain assets of First Heritage Bank. On May 20, 2011, the Bank acquired certain assets of Summit Bank.
http://www.google.com/finance?q=COLBhttp://www.google.com/finance?q=COLB
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