Umpqua Holdings Corporation to Acquire California-Based Humboldt Bancorp
March 15 2004 - 8:01AM
PR Newswire (US)
Umpqua Holdings Corporation to Acquire California-Based Humboldt
Bancorp Combined Institutions Create Prominent Community Bank in
West with 91 Store Sites and over $4.6 Billion in Assets PORTLAND,
Ore., March 15 /PRNewswire-FirstCall/ -- Umpqua Holdings
Corporation , parent company of Umpqua Bank and Strand, Atkinson,
Williams & York, Inc., and California-based Humboldt Bancorp
announced today the signing of a definitive agreement for Umpqua
Holdings Corporation to acquire Humboldt Bancorp and its principal
operating subsidiary Humboldt Bank, including Humboldt Bank's
Capitol Valley Bank, Feather River State Bank and Tehama Bank
divisions, by merger. The agreement provides for Humboldt
shareholders to receive one share of Umpqua common stock for each
share of Humboldt common stock, giving the acquisition a total
value of approximately $340 million. (Logo:
http://www.newscom.com/cgi-bin/prnh/20030917/SFW078LOGO Photo:
http://www.newscom.com/cgi-bin/prnh/20040315/NYM047 ) Upon
completion of the merger, all Humboldt branches will operate under
the Umpqua Bank name. The merger will add Humboldt Bancorp's
complete network of 27 Northern California sales and service
centers, including locations in the Eureka, Redding, Yuba City,
Roseville and Chico areas, to Umpqua Bank's network of 64 Oregon
and Southwest Washington based locations. Ray Davis will continue
to lead the combined organizations as President and CEO of Umpqua
Holdings Corporation. Robert M. Daugherty, president and CEO of
Humboldt Bancorp, will serve as president of Umpqua Bank's
California operations upon completion of the merger. "Our long-term
growth strategy has focused on establishing the Umpqua Bank brand
from Sacramento to Seattle," said Davis. "Geographically speaking,
that alone makes Humboldt Bancorp an ideal fit. But equally
important is that Humboldt and its family of banks mesh well with
our innovative approach to community banking. This merger allows us
to bring together two very strong communitybanks to create a
significant force in banking in the West." "This integration of two
well-managed, financially responsible institutions represents an
excellent opportunity for customers, employees and shareholders
alike," said Davis. "With no overlap between Umpqua Bank and
Humboldt locations, we will expand our network and enhance our
lending power, while continuing to provide Humboldt Bank and Umpqua
Bank customers with the same people, locations and commitment to
community banking that they know and trust." "The merger between
Umpqua and Humboldt is a matching of cultures," said Daugherty.
"Both organizations place great value on community service,
employee empowerment and customer-focused community banking-values
that will continue to define Umpqua Bank in the Northern California
marketplace and set us apart as we move forward." John Koeberer,
chairman of the board of Humboldt Bancorp, added, "We view this as
an excellent strategic transaction that provides us with a unique
and respected brand and proven retail delivery system. We believe
the prospects for long-term shareholder value creation are greatly
enhanced by the combination of these two premier banks." With the
merger, Umpqua Bank will offer a complete portfolio of commercial,
small business and retail banking services throughout much of
Northern California, Oregon and Southwest Washington. Upon
completion of the merger, Humboldt Bancorp shareholders will
receive one share of Umpqua Holdings Corporation common stock for
each share of Humboldt Bancorp common stock. Approximately 15.2
million shares of Umpqua Holdings Corporation common stock are
expected to be issued in connection with the merger. The boards of
both companies have approved the transaction, which is subject to
regulatory and shareholder approvals, as well as other customary
conditions of closing. Completion is expected in the third quarter
of 2004. Umpqua Holdings Corporation expects the merger to be
accretive to earnings per share in 2005. The operational
integration of the combined institutions is expected to be
completed during the first half of 2005. The combined organization
will have assets of approximately $4.6 billion, deposits of
approximately $3.5 billion and shareholders' equity of
approximately $650 million. In addition to serving as president of
Umpqua Bank's California operations, Daugherty will help oversee
the completion of the merger along with Patrick Rusnak, chief
financial officer of Humboldt Bancorp, who will join Umpqua Bank's
California operations in a similar capacity. The Umpqua Holdings
Corporation board of directors will be restructured to include four
directors from Humboldt Bancorp, upon closing. Wells Fargo
Securities, LLC provided a fairness opinion to Umpqua Holdings
Corporation and Keefe, Bruyette & Woods, Inc. served as
financial advisor to Humboldt Bancorp. Umpqua Holdings Corporation
and Humboldt Bancorp will conduct a joint teleconference today,
March 15 at 10:00 a.m. PST to discuss the acquisition of Humboldt
Bancorp. To participate, please call 1-888-942-8135. The password
is UMPQUA. A rebroadcast of the teleconference will be available
later at 800-856-2249 (until March 22 at 5:00 p.m.) and at
http://www.umpquaholdingscorp.com/. About UmpquaHoldings
Corporation Umpqua Holdings Corporation is the parent company of
Umpqua Bank, an Oregon state-chartered bank recognized for its
entrepreneurial approach, innovative use of technology, and
distinctive banking solutions. Umpqua Bank has 64 stores throughout
Oregon and Southwest Washington. Umpqua Holdings also owns a retail
brokerage subsidiary, Strand, Atkinson, Williams & York, Inc.
which has 14 locations throughout Oregon and Southwest Washington
and offers brokerage services within UmpquaBank stores.
Additionally, Umpqua Holdings' Private Client Services Division
provides tailored financial services and products to individual
customers. Umpqua Holdings Corporation is headquartered in
Portland, Oregon. For more information, visit
http://www.umpquaholdingscorp.com/. About Humboldt Bancorp Humboldt
Bancorp, with total assets of approximately $1.5 billion, is the
bank holding company for Humboldt Bank and its divisions, Capitol
Valley Bank, Feather River State Bank and Tehama Bank, which offer
business and consumer banking services at 27 locations throughout
Northern California. For additional information, please visit
http://www.humboldtbancorp.com/. This press release includes
forward-looking statements within the meaning of the "Safe-Harbor"
provisions of the Private Securities Litigation Reform Act of 1995,
which management believes are a benefit to shareholders. These
statements are necessarily subject to risk and uncertainty and
actual results could differ materially due tocertain risk factors,
including those set forth from time to time in each company's
filings with the Securities and Exchange Commission (the "SEC").
You should not place undue reliance on forward- looking statements
and we undertake no obligation to update any such statements.
Specific risks in this press release include whether both companies
receive regulatory and shareholder approvals, whether they have
accurately predicted acquisition and consolidation expenses, the
timing and amount of savingsfrom consolidation, the expected
earnings contributions of both companies and management's ability
to effectively integrate the companies. The foregoing may be deemed
to be offering or solicitation materials of Umpqua Holdings and
Humboldt Bancorp in connection with Umpqua Holdings' proposed
acquisition of Humboldt Bancorp. Shareholders are urged to read the
joint proxy statement/prospectus that will be included in the
registration statement on Form S-4, which Umpqua Holdings will file
with the SECin connection with the proposed merger, because it will
contain important information about Umpqua Holdings, Humboldt
Bancorp, the merger and related matters. The directors and
executive officers of Umpqua Holdings and Humboldt Bancorp may be
deemed tobe participants in the solicitation of proxies from their
respective shareholders. Information regarding the participants and
their security holdings can be found in each of Umpqua Holdings'
and Humboldt Bancorp's most recent proxy statements filed with the
SEC and the joint proxy statement/prospectus when it is filed with
the SEC. All documents filed with the SEC are or will be available
for free, both on the SEC web site (http://www.sec.gov/) and from
Umpqua Holdings by directing a request to Umpqua Holdings
Corporation, Attention: Investor Relations, 200 SW Market Street,
Suite 1900, Portland, OR 97201, and from Humboldt Bancorp by
directing a request to Humboldt Bancorp, Investor Relations, 2998
Douglas Blvd., Suite 330, Roseville, CA 95661. Map of Store
Locations Available
http://www.newscom.com/cgi-bin/prnh/20040315/NYM047
http://photoarchive.ap.org/
http://www.newscom.com/cgi-bin/prnh/20030917/SFW078LOGO
http://photoarchive.ap.org/ DATASOURCE: Umpqua Holdings Corporation
CONTACT: Dan Sullivan, +1-503-546-2492, , or Lani Hayward,
+1-503-228-2117, , both of Umpqua Holdings Corporation; or Pat
Rusnak of Humboldt Bancorp, +1-916-783-2812, ; or Lisa Wood of Lane
Marketing, +1-503-221-0480, , for Umpqua Holdings Corporation Web
site: http://www.umpquaholdingscorp.com/
http://www.humboldtbancorp.com/
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