TACOMA, Wash. and SANDPOINT, Idaho, Oct.
20, 2014 /PRNewswire/ -- Columbia Banking System, Inc.
(NASDAQ: COLB, "Columbia")
and Intermountain Community Bancorp (NASDAQ: IMCB,
"Intermountain") today jointly announced that the deadline
for Intermountain shareholders to elect the form of consideration
that they will receive upon the closing of the merger of
Intermountain with and into Columbia (the "Merger") has been set for
5:00 P.M. Pacific Daylight Time on
October 27, 2014 (the
"Election Deadline").
Elections can be made by mailing a completed form of election
(the "Election Statement"), which was previously mailed to
each Intermountain shareholder, to Broadridge, Inc., Attn: BICS
Re-Organization Department P.O. Box 1317 Brentwood, New York 11717-0693 (the "Exchange
Agent"). All inquiries with respect to the completion of the
Election Statement, including requests for additional copies of the
Election Statement, may be made directly to the Exchange Agent at
(888) 353-2194 or (720) 378-5454. If you hold shares of
Intermountain stock through a broker, bank, trustee, or other
nominee, you should contact your broker, bank, trustee or other
nominee for instructions on how to make an election or with
questions and inquiries with respect to the completion of the
Election Statement.
Upon completion of the Merger, each share of Intermountain
common stock will be converted into the right to receive
consideration consisting of shares of Columbia common stock or
cash, or a unit consisting of a mix of Columbia common stock and cash, pursuant to
the terms of the Agreement and Plan of Merger, a copy of which is
attached as Appendix A to the Proxy Statement/Prospectus dated
September 23, 2014.
If an Intermountain shareholder fails to submit an Election
Statement to the Exchange Agent prior to the Election Deadline, or
if an Election Statement is improperly completed and/or is not
signed, such shareholder will be deemed to have made no election
and will be issued in respect of each share of Intermountain common
stock held by such shareholder a unit consisting of Columbia common stock and cash.
The transaction has received the requisite approvals from the
Federal Deposit Insurance Company, the Washington Department of
Financial Institutions and the Idaho Department of Finance.
Assuming the approval of Intermountain shareholders at a meeting
scheduled for October 27, 2014 and
the satisfaction or waivers of the other conditions precedent to
the Merger, the Merger is expected to be completed on or about
November 1, 2014.
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. In 2014, for the eighth consecutive year,
Columbia was selected 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.
Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact are
forward looking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause Columbia's or
Intermountain's performance or achievements to be materially
different from any expected future results, performance, or
achievements. Forward-looking statements speak only as of the date
they are made and neither Columbia
nor Intermountain assumes any duty to update forward looking
statements. Such forward-looking statements include, but are not
limited to, statements about the benefits of the business
combination transaction involving Columbia and Intermountain, including future
financial and operating results, the combined company's plans,
objectives, expectations and intentions and other statements that
are not historical facts. The following factors, among others,
could cause actual results to differ from those set forth in the
forward-looking statements: (i) the possibility that the merger
does not close when expected or at all because required regulatory,
shareholder or other approvals and other conditions to closing are
not received or satisfied on a timely basis or at all; (ii) changes
in Columbia's stock price before
closing, including as a result of the financial performance of
Intermountain prior to closing, or more generally due to broader
stock market movements, and the performance of financial companies
and peer group companies, (iii) the risk that the benefits from the
transaction may not be fully realized or may take longer to realize
than expected, including as a result of changes in general economic
and market conditions, interest and exchange rates, monetary
policy, laws and regulations and their enforcement, and the degree
of competition in the geographic and business areas in which
Columbia and Intermountain
operate; (iv) the ability to promptly and effectively integrate the
businesses of Columbia and
Intermountain; (v) the reaction to the transaction of the
companies' customers, employees and counterparties to the
transaction; (vi) diversion of management time on merger-related
issues; (vii) lower than expected revenues, credit quality
deterioration or a reduction in real estate values or a reduction
in net earnings; and (viii) other risks that are described in
Columbia's and Intermountain's
public filings with the Securities and Exchange Commission (the
"SEC"). For more information, see the risk factors described
in each of Columbia's and
Intermountain's Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and other filings with the SEC.
Additional Information about the Merger and Where to Find
It
In connection with the proposed merger between Columbia and Intermountain, Columbia filed with the SEC a Registration
Statement on Form S-4 that included a Proxy Statement of
Intermountain and Prospectus of Columbia on August 25,
2014, and filed an amendment to such Registration Statement
on September 22, 2014, as well as
other relevant documents concerning the proposed transaction. The
SEC declared the Registration Statement effective September 23, 2014. In addition, Intermountain
filed a definitive Proxy Statement on September 23, 2014, which was mailed to
Intermountain shareholders on or about September 26, 2014. SHAREHOLDERS OF INTERMOUNTAIN
ARE URGED TO READ THE REGISTRATION STATEMENT, AS AMENDED, AND PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
A free copy of the Registration Statement and Proxy
Statement/Prospectus, as well as other filings containing
information about Columbia and
Intermountain, may be obtained at the SEC's Internet site
(http://www.sec.gov). Investors will also be able to obtain these
documents, free of charge, from Intermountain by accessing
Intermountain's website at www.intermountainbank.com under the link
to "About Us" and then the link to "Investor Relations" or from
Columbia at www.columbiabank.com
under the tab "About Us" and then under the heading "Investor
Relations." Copies can also be obtained, free of charge, by
directing a written request to Columbia Banking System, Inc.,
Attention: Corporate Secretary, 1301 A Street, Suite 800,
Tacoma, Washington 98401-2156 or
to Intermountain Community Bancorp, 414 Church Street, P.O. Box
967, Sandpoint, Idaho 83864.
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Columbia
Contacts:
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Melanie J.
Dressel, President
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and Chief Executive
Officer
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(253)
305-1911
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Clint E.
Stein, Executive Vice President
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and Chief Financial
Officer
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(253)
593-8304
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Intermountain
Contact:
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Curt Hecker,
President
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and Chief Executive
Officer
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(208)
265-3300
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SOURCE Columbia Banking System, Inc.