BOK Financial Corporation (NASDAQ: BOKF) today announced that
all necessary regulatory approvals required to complete the
previously announced acquisition of CoBiz Financial Inc. (NASDAQ:
COBZ) have been received.
The closing of the transaction is expected to occur in the
fourth quarter of 2018, subject to the approval of CoBiz
shareholders who will vote at a special meeting of shareholders on
Sept. 27, 2018. Once completed, BOK Financial expects this
acquisition to be 6 percent accretive to earnings in 2019, and 9
percent accretive to earnings in 2020, the first full year with
synergies. The transaction is expected to deliver an internal rate
of return of over 20 percent. About BOK Financial
Corporation BOK Financial Corporation is a $34 billion
regional financial services company based in Tulsa, Oklahoma. The
company's stock is publicly traded on NASDAQ under the Global
Select market listings (BOKF). BOK Financial's holdings include
BOKF, NA, BOK Financial Securities, Inc. and The Milestone Group,
Inc. BOKF, NA operates TransFund, Cavanal Hill Investment
Management, BOK Financial Asset Management, Inc. and seven banking
divisions: Bank of Albuquerque, Bank of Arizona, Bank of Arkansas,
Mobank, Bank of Oklahoma, Bank of Texas and Colorado State Bank and
Trust. Through its subsidiaries, the company provides commercial
and consumer banking, investment and trust services, mortgage
origination and servicing, and an electronic funds transfer
network. For more information, visit www.bokf.com.
About CoBiz Financial CoBiz Financial (NASDAQ:
COBZ), is a $3.8 billion financial services company that serves the
complete financial needs of businesses, business owners and
professionals in Colorado and Arizona. The company's subsidiaries
are: Colorado Business Bank and Arizona Business Bank, which
provide commercial banking services; CoBiz Private Client Advisors
which offers private banking through CoBiz Private Bank and
investment management and wealth planning through CoBiz Wealth; and
CoBiz Insurance which delivers employee benefits, and property and
casualty insurance brokerage.
Media and investor contact:
Joe Crivelli Director, Investor Relations and Corporate
Communications 918-595-3030
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, CoBiz Financial Inc.’s and BOK
Financial Corporation’s expectations or predictions of future
financial or business performance or conditions. Forward-looking
statements are typically identified by words such as “believe,”
“expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,”
“positions,” “plan,” “predict,” “project,” “forecast,” “guidance,”
“goal,” “objective,” “prospects,” “possible” or “potential,” by
future conditional verbs such as “assume,” “will,” “would,”
“should,” “could” or “may”, or by variations of such words or by
similar expressions. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties, which change over
time. Forward-looking statements speak only as of the date they are
made and we assume no duty to update forward-looking statements.
Actual results may differ materially from current projections.
In addition to factors previously disclosed in CoBiz Financial
Inc.’s and BOK Financial Corporation’s reports filed with the SEC
and those identified elsewhere in this communication, the following
factors, among others, could cause actual results to differ
materially from forward-looking statements or historical
performance: the ability to meet closing conditions to the merger,
including approval by CoBiz Financial Inc.’s shareholders on the
expected terms and schedule; delay in closing the merger;
difficulties and delays in integrating CoBiz Financial Inc.’s
business or fully realizing cost savings and other benefits;
business disruption following the merger; changes in asset quality
and credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates and capital markets; inflation;
customer acceptance of BOK Financial Corporation’s products and
services; customer borrowing, repayment, investment and deposit
practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives; competitive
conditions; the inability to realize cost savings or revenues or to
implement integration plans and other consequences associated with
mergers, acquisitions and divestitures; economic conditions; and
the impact, extent and timing of technological changes, capital
management activities, and other actions of the Federal Reserve
Board and legislative and regulatory actions and reforms.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND
IT
In connection with the proposed merger, BOK Financial
Corporation has filed with the SEC a Registration Statement on Form
S-4 that will include the Proxy Statement of CoBiz Financial Inc.
and a Prospectus of BOK Financial Corporation, as well as other
relevant documents concerning the proposed transaction. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE MERGER E AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about BOK Financial Corporation and
CoBiz Financial Inc., may be obtained at the SEC’s Internet site
(http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from CoBiz Financial Inc. at
ir.cobizfinancial.com or from BOK Financial Corporation by
accessing BOK Financial Corporation’s website at www.bokf.com.
Copies of the Proxy Statement/Prospectus can also be obtained, free
of charge, by directing a request to CoBiz Financial Inc. Investor
Relations at CoBiz Financial Inc. Investor Relations, 1401 Lawrence
Street, Suite 1200, Denver, CO, by calling (303) 312-3412, or by
sending an e-mail to info@cobizfinancial.com or to BOK Financial
Corporation Investor Relations at Bank of Oklahoma Tower, Boston
Avenue at Second Street, Tulsa, Oklahoma, by calling (918) 588-6000
or by sending an e-mail to investorrelations@bokf.com.
CoBiz Financial Inc. and BOK Financial Corporation and certain
of their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
shareholders of CoBiz Financial Inc. in respect of the transaction
described in the Proxy Statement/Prospectus. Information regarding
CoBiz Financial Inc.’s directors and executive officers is
contained in CoBiz Financial Inc.’s Annual Report on Form 10-K for
the year ended December 31, 2017 and its Proxy Statement on
Schedule 14A, dated March 9, 2018, which are filed with the
SEC. Information regarding BOK Financial Corporation’s
directors and executive officers is contained in BOK Financial
Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2017 and its Proxy Statement on Schedule 14A, dated
March 15, 2018, which are filed with the SEC. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the transaction may be
obtained by reading the Proxy Statement/Prospectus regarding the
proposed merger when it becomes available. Free copies of this
document may be obtained as described in the preceding
paragraph.
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