The proposed acquisition of Capital Pacific Bancorp into Pacific Continental Corporation was publicly announced on November 19, 2014.
The Federal Deposit Insurance Corporation and the Oregon Department of Consumer and Business Services – Division of Finance and Corporate Securities have approved the applications to merge Capital Pacific Bank into Pacific Continental Bank.
The Federal Reserve Bank of San Francisco has also approved the proposed acquisition. The action, which remains subject to Capital Pacific shareholder approval and other customary closing conditions, is scheduled to occur later in the first quarter 2015.
"This regulatory approval is an important step toward the ultimate goal of completing this strategic acquisition and combining our two great companies," said Roger Busse, Pacific Continental Corporation’s president and chief executive officer. "Further, it demonstrates confidence in the overall benefit this acquisition is intended to bring to clients, investors, employees and the community in general."
Under the terms of the merger agreement, which was unanimously approved by the boards of directors of Pacific Continental Corporation, Pacific Continental Bank, Capital Pacific Bancorp and Capital Pacific Bank, the shareholders of Capital Pacific have a choice between electing to receive either $16.00 per share in cash or 1.132 shares of Pacific Continental’s common stock for each share of Capital Pacific common stock or a combination of 40.0% in the form of cash and 60.0% in the form of Pacific Continental’s common stock.
The number of shares of Pacific Continental common stock to be issued to Capital Pacific shareholders is based on a fixed exchange ratio provided that Pacific Continental’s stock price remains between $12.01 and $16.25 as measured by the 20-day average closing price of Pacific
Continental common stock shortly before closing. The value of the stock portion of the consideration will fluctuate based on the value of Pacific Continental’s common stock. To the extent the average closing price of Pacific Continental common stock is outside this price range, then the exchange ratio will adjust.
