TACOMA,
Wash. and PORTLAND,
Ore., Jan. 9, 2023 /PRNewswire/ -- Columbia
Banking System, Inc. ("Columbia")
(NASDAQ: COLB), the parent company of Columbia Bank, and Umpqua
Holdings Corporation ("Umpqua")
(NASDAQ: UMPQ), the parent company of Umpqua Bank, jointly
announced that the Federal Deposit Insurance Corporation (the
"FDIC") has approved the previously announced combination of the
two companies. The FDIC approval was the final outstanding
regulatory approval necessary to complete the combination.
The merger is expected to be completed by the end of February,
subject to the satisfaction or waiver of the remaining closing
conditions set forth in the merger agreement governing the
transaction. Columbia and
Umpqua have agreed to extend the
outside date under the merger agreement to March 11, 2023.
Upon closing, the combined company will become one of the largest
banks headquartered in the West, with over $50 billion in assets and offices in eight
western states that serve customers in all 50 states.
The two companies have received regulatory approvals to complete
the combination from the Board of Governors of the Federal Reserve
System; the FDIC; the Oregon Department of Consumer and Business
Services, Division of Financial Regulation; and the Washington State Department of Financial
Institutions. As previously announced, all required shareholder
approvals related to the proposed combination were received on
January 26, 2022. Columbia previously announced on November 7, 2022 that Columbia Bank entered into
definitive agreements to divest the 10 branches identified by the
U.S. Department of Justice, Antitrust Division, which was a
condition for obtaining certain regulatory approvals.
"Today's announcement marks the culmination of a tremendous
amount of work from associates across both organizations. I
couldn't be more proud of their collective effort as we look ahead
to the completion of our merger," said Clint Stein, President and CEO of Columbia. "We are excited to advance to the
last phase of our combination and achieve our vision of creating a
leading Western regional bank."
"Our combination, and all the potential it holds to unlock value
for our customers, communities, associates and shareholders, is one
step closer to becoming reality," said Cort
O'Haver, President and CEO of Umpqua. "We are thrilled to complete this
combination and begin moving forward as one bank."
Post-closing, the holding company will operate under the
Columbia Banking System, Inc. name and will be headquartered in
Tacoma, Washington. The bank will
operate under the Umpqua Bank name and will be headquartered in
Lake Oswego, Oregon. Other major
subsidiaries and divisions will include Columbia Trust Company,
Columbia Wealth Advisors and Columbia Private Bank, which will
operate under the umbrella of Columbia Wealth Management, as well
as Financial Pacific Leasing, Inc. The combined company will trade
under Columbia's ticker symbol
(COLB) on the Nasdaq Stock Market.
About Columbia
Headquartered in Tacoma, Washington, Columbia Banking System,
Inc. (NASDAQ: COLB) is the holding company of Columbia Bank, a
Washington state-chartered
full-service commercial bank with offices in Washington, Oregon, California, Idaho, Utah,
and Arizona. The bank has been
named one of Puget Sound Business Journal's "Washington's Best Workplaces," more than 10
times. Columbia was named the #1
bank in the Northwest on the Forbes 2021 list of "America's Best
Banks," marking nearly 10 consecutive years on the publication's
list of top financial institutions.
More information about Columbia
can be found on its website at www.columbiabank.com.
About Umpqua
Umpqua Holdings Corporation
(NASDAQ: UMPQ) is the parent company of Umpqua Bank, an
Oregon-based bank with operations
across Oregon, Washington, California, Idaho, Arizona, Colorado, and Nevada. Umpqua Bank has been recognized for
its innovative customer experience and banking strategy by national
publications including The Wall Street Journal, The
New York Times,
BusinessWeek, Fast Company, and CNBC. The
company was named #1 in Customer Satisfaction for the Northwest
Region in the J.D. Power 2021 U.S. Retail Banking Satisfaction
Study, and Forbes consistently ranks Umpqua as one of America's Best Banks. The
Portland Business Journal has also recognized Umpqua as the Most Admired Financial Services
Company in Oregon for 18
consecutive years. In addition to its retail and commercial banking
presence, Umpqua Bank owns Financial Pacific Leasing, Inc., a
nationally recognized commercial finance company that provides
equipment leases to businesses. For more information, visit
www.umpquabank.com.
Forward-Looking Statements
This communication
may contain certain forward-looking statements, including, but not
limited to, certain plans, expectations, goals, projections, and
statements about the benefits of the proposed transaction, the
plans, objectives, expectations and intentions of Umpqua and Columbia, the expected timing of completion of
the transaction, and other statements that are not historical
facts. Such statements are subject to numerous assumptions, risks,
and uncertainties. All statements other than statements of
historical fact, including statements about beliefs and
expectations, are forward-looking statements. Forward-looking
statements may be identified by words such as "expect,"
"anticipate," "believe," "intend," "estimate," "plan," "target,"
"goal," or similar expressions, or future or conditional verbs such
as "will," "may," "might," "should," "would," "could," or similar
variations. The forward-looking statements are intended to be
subject to the safe harbor provided by Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and the Private Securities Litigation Reform Act of
1995.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements:
changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID-19 pandemic and its impact on
the global economy and financial market conditions and Umpqua's and Columbia's respective businesses, results of
operations, and financial condition; uncertainty in U.S. fiscal and
monetary policy, including the interest rate policies of the
Federal Reserve Board or the effects of any declines in housing and
commercial real estate prices, high or increasing unemployment
rates, or any slowdown in economic growth particularly in the
western United States; volatility
and disruptions in global capital and credit markets; movements in
interest rates; reform of LIBOR; competitive pressures, including
on product pricing and services; success, impact, and timing of
Umpqua's and Columbia's respective business strategies,
including market acceptance of any new products or services and
Umpqua and Columbia's ability to successfully implement
efficiency and operational excellence initiatives; the nature,
extent, timing, and results of governmental actions, examinations,
reviews, reforms, regulations, and interpretations; changes in laws
or regulations; the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of
the parties to terminate the merger agreement to which Umpqua and Columbia are parties; the outcome of any legal
proceedings that have been or may be instituted against
Umpqua or Columbia; delays in completing the
transaction; the failure to satisfy any of the conditions to the
transaction on a timely basis or at all; changes in Umpqua's or Columbia's share price before closing,
including as a result of the financial performance of the other
party prior to closing, or more generally due to broader stock
market movements, and the performance of financial companies and
peer group companies; the possibility that the anticipated benefits
of the transaction are not realized when expected or at all,
including as a result of the impact of, or problems arising from,
the integration of the two companies or as a result of the strength
of the economy and competitive factors in the areas where
Umpqua and Columbia do business; certain restrictions
during the pendency of the proposed transaction that may impact the
parties' ability to pursue certain business opportunities or
strategic transactions; the possibility that the transaction may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; diversion of management's
attention from ongoing business operations and opportunities;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction; the dilution caused by Columbia's issuance of additional shares of
its capital stock in connection with the transaction; and other
factors that may affect the future results of Umpqua and Columbia. Additional factors that could cause
results to differ materially from those described above can be
found in Umpqua's Annual Report on
Form 10-K for the year ended December 31,
2021 and its Quarterly Reports on Form 10-Q for the
three-month periods ended March 31,
2022, June 30, 2022 and
September 30, 2022, which are on file
with the Securities and Exchange Commission (the "SEC") and
available on Umpqua's investor
relations website, www.umpquabank.com, under the heading
"Financials," and in other documents Umpqua files with the SEC, and in Columbia's Registration Statement on Form S-4,
its Annual Report on Form 10-K for the year ended December 31, 2021 and its Quarterly Reports on
Form 10-Q for the three-month periods ended March 31, 2022, June 30,
2022 and September 30, 2022,
which are on file with the SEC and available on Columbia's website, www.columbiabank.com,
under the heading "About – Investor Relations" and in other
documents Columbia files with the
SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Umpqua nor Columbia assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
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SOURCE Umpqua Holdings Corporation
