SPOKANE, Wash. & SACRAMENTO, Calif.--(BUSINESS WIRE)--AmericanWest Bank and Bank of Sacramento today announced the execution of a definitive agreement whereby Bank of Sacramento plans to merge with, and become a part of, AmericanWest Bank, creating a larger combined presence in the Greater Sacramento area. The transaction will be accomplished through a merger of Greater Sacramento Bancorp (OTCBB: GSCB), the holding company for Bank of Sacramento, into an affiliate of AmericanWest Bank. Completion of the transaction is subject to the receipt of all necessary regulatory and shareholder approvals, as well as other customary closing conditions.
Based on financial information as of June 30, 2014, the combined bank will have approximately $4.5 billion in assets and nearly 100 banking locations from Seattle to Southern California.
“Bank of Sacramento is a business‐focused community bank with knowledgeable employees who are committed to providing outstanding service to their customers and the community,” said Scott A. Kisting, Chairman and CEO, AmericanWest Bank. “It is exciting to bring together two like-minded banks with an eye toward continued growth in Sacramento and throughout the West.”
“We are proud to join AmericanWest Bank.” said William J. Martin, President and CEO, Bank of Sacramento. “This merger is a great fit for Bank of Sacramento. We share a similar approach to community commercial banking and Bank of Sacramento will help bolster AmericanWest’s presence in the Sacramento market. Bank of Sacramento customers will benefit from the expanded resources of the combined company while continuing to enjoy great service from their Bank of Sacramento bankers. Greater Sacramento Bancorp shareholders will be rewarded with liquidity and a premium valuation. I am grateful for the continued support of our customers, employees and shareholders and look forward to a bright future with AmericanWest Bank.”
As of June 30, 2014, AmericanWest Bank had total assets of $4.0 billion and Bank of Sacramento had total assets of $468 million. Bank of Sacramento has four locations, all in the Greater Sacramento area. AmericanWest Bank operates five locations in the Greater Sacramento area and 94 overall.
“The locations of the two banks complement one another nicely and will provide customers greater access to services as they travel throughout the region,” Kisting said.
Under the terms of the definitive agreement, at closing, shareholders of Greater Sacramento Bancorp will receive $22.05 in cash in exchange for each share, or $60 million in the aggregate, subject to possible reduction in certain circumstances. The transaction is expected to close in the first half of 2015.
Sandler O’Neill & Partners, L.P. served as financial advisor and King, Holmes, Paterno & Berliner, LLP served as legal counsel to Greater Sacramento Bancorp. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to AmericanWest Bank.
About Greater Sacramento Bancorp
Greater
Sacramento Bancorp operates as the holding company for Bank of
Sacramento. The Bank was founded in 1998 and is headquartered in
Sacramento, California. Bank of Sacramento provides commercial banking
services to small and medium sized businesses, professionals and
individuals.
About AmericanWest Bank
Based in
Spokane, Washington, AmericanWest Bank is a business‐focused community
bank offering commercial and business banking, mortgage lending,
treasury management products and a full line of consumer products and
services. The bank currently operates 94 branches in California,
Washington, Idaho, Oregon and Utah. Find out more about AmericanWest
Bank at www.awbank.net.
Important Additional Information
This communication may be
deemed to be solicitation material in respect of the proposed merger of
Greater Sacramento Bancorp with an affiliate of AmericanWest Bank.
Greater Sacramento Bancorp intends to prepare a proxy statement and
other relevant materials in connection with the merger. The proxy
statement will be sent or given to Greater Sacramento Bancorp
shareholders. INVESTORS AND SHAREHOLDERS OF GREATER SACRAMENTO BANCORP
ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
WHEN THEY BECOME AVAILABLE, BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO.
Greater Sacramento Bancorp, AmericanWest Bank (or its affiliates) and their respective directors, executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from Greater Sacramento Bancorp’s shareholders in connection with the merger. Information concerning the interests of these persons will be set forth in the proxy statement relating to the merger when it becomes available. William Martin is the point of contact for Greater Sacramento Bancorp stock questions and can be reached at (916) 648-2100.
Forward-Looking Statements
This press release contains
forward-looking statements concerning Greater Sacramento Bancorp and
Bank of Sacramento and their operations, performance, financial
conditions and likelihood of success. All statements other than
statements of historical fact are “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995. In
particular, statements about the timing and likelihood of the
consummation of the acquisitions, shareholder approvals, regulatory
approvals and the successful integration of their employees and
customers, as well as statements that anticipate these events, are
forward looking in nature. Forward-looking statements are based on many
beliefs, assumptions, estimates and expectations of future performance,
taking into account information currently available to Greater
Sacramento Bancorp, and include statements about the competitiveness of
the banking industry. Such statements involve inherent risks and
uncertainties, many of which are difficult to predict and are generally
beyond Greater Sacramento Bancorp’s control. Forward-looking statements
speak only as of the date made, and we will not be updated to reflect
changes or events that occur after that date.
Note to assignment editors and newsroom staff: K. McPhee is acting media point of contact for AmericanWest Bank and Greater Sacramento Bancorp for today’s announcement.
