Increased Merger Consideration for Willamette Community Bank

Rhea-AI Summary

People’s Bank of Commerce (PBCO) and Willamette Community Bank (WMCB) announced an increase to the merger consideration, now valued at $20.7 million, or $11.16 per share. WMCB shareholders opting for mixed stock and cash will receive 0.6665 PBCO shares plus $1.70 in cash. The revised offer represents approximately 100.8% of WMCB’s tangible book value as of December 31, 2020. Both banks will hold special shareholder meetings on February 11, 2021, to discuss the merger, which is subject to shareholder and regulatory approval.

Positive

• Increased merger consideration valued at $20.7 million, enhancing shareholder value.
• The merger aims to create a larger, stronger banking franchise in Oregon.
• Identified additional cost savings expected to improve operational efficiency.

Negative

• Merger completion is contingent on shareholder and regulatory approvals, which could delay the process.
• Potential risk of failure to meet closing conditions affecting merger execution.

People’s Bank of Commerce (OTCBB: PBCO) (“PBCO” or the “Company”), and Willamette Community Bank (OTCBB: WMCB), announced today the Boards of Directors for both PBCO and WMCB have unanimously approved an increase to the merger consideration, which will be forthcoming in an Amendment to the Agreement and Plan of Merger between Willamette Community Bank and People’s Bank of Commerce.

Under the revised terms, the WMCB shareholders which elect a unit of mixed stock and cash consideration will receive 0.6665 shares of PBCO common stock, plus cash in the amount of $1.70. The merger consideration is valued at $20.7 million, or $11.16 per share, which is approximately 100.8% of WMCB’s tangible book value as of December 31, 2020 and based on PBCO’s closing stock price of $14.20 on January 21, 2021.

“We are very pleased to announce the increased merger consideration to our shareholders and we continue to believe this merger with People’s Bank of Commerce is in the best interests of Willamette shareholders,” said Joan Reukauf, President and Chief Executive Officer of Willamette Community Bank.

“We continue to believe the merger of our two banks will create a larger, stronger and more valuable banking franchise in the state of Oregon. We’ve identified some additional cost savings and we believe we have more visibility into 2021 which supports the increased merger consideration,” said Ken Trautman, CEO of People’s Bank of Commerce. “We look forward to the successful completion of the proposed merger.”

The transaction is subject to, among other conditions, approval by the shareholders of People’s Bank of Commerce and Willamette Community Bank, regulatory approval and other customary closing conditions.

People’s Bank of Commerce and Willamette Community Bank will each convene their respective special meetings of shareholders on February 11, 2021. The WMCB meeting will begin at 10:00am Pacific Time and the PBCO meeting will begin at 2:00pm Pacific Time. The special meetings will be held as virtual meetings due to the COVID-19 pandemic. Shareholders can find details for accessing the meetings in the Joint Proxy Statement.

About People’s Bank of Commerce

Founded in 1998, People’s Bank of Commerce is the only locally owned and managed community bank in Southern Oregon. People’s Bank of Commerce is a full service bank headquartered in Medford, Oregon with branches in Medford, Ashland, Central Point, Grants Pass and Klamath Falls. People’s Bank of Commerce’s stock trades on the over-the-counter market under the symbol PBCO. Additional information about the Bank is available in the investor section of the bank’s website at: www.peoplesbank.bank.

About Willamette Community Bank

Founded in 2003, Willamette Community Bank is a full service bank headquartered in Albany, Oregon and serves customers from three offices located in Albany, Lebanon, and Salem. Willamette Community Bank’s stock trades on the over-the-counter market under the symbol WMCB. More information can be found at www.willamettecommunitybank.com.

Forward-Looking Statements

Certain statements in this release may be deemed to be "forward-looking statements.” Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Forward looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties, particularly including but without limitation the risk that one or both parties may experience difficulties or delays in obtaining regulatory approval or stockholder approval, or in satisfying other conditions to closing the merger, and there can be no assurance that the merger will be consummated at the time or on the terms currently expected, or at all. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210122005497/en/

FAQ

What is the new merger consideration for PBCO and WMCB?

The new merger consideration is valued at $20.7 million, or $11.16 per share, with cash and stock options for WMCB shareholders.

When are the special shareholder meetings for PBCO and WMCB?

The special meetings are scheduled for February 11, 2021, with WMCB's meeting at 10:00 am PT and PBCO's at 2:00 pm PT.

What are the expected benefits of the merger between PBCO and WMCB?

The merger is anticipated to create a more valuable banking franchise and allow for additional cost savings.

What risks are associated with the merger of PBCO and WMCB?

Key risks include the need for shareholder approval and regulatory clearance, which could delay or prevent the merger.