AmericanWest Bank and PremierWest Bank today announced the
execution of a definitive agreement whereby PremierWest Bank plans
to merge with, and become a part of, AmericanWest Bank creating a
larger combined presence in the Pacific Northwest and California.
The transaction will be accomplished through a merger of
PremierWest Bank’s holding company, PremierWest Bancorp (NASDAQ:
PRWT), with an affiliate of AmericanWest Bank and is subject to the
receipt of all necessary regulatory and shareholder approvals, as
well as other customary closing conditions.
“The employees at PremierWest Bank have done an outstanding job
serving their customers and communities and it will be our pleasure
to amplify their capabilities with our strong capital position,
expanded network of branches and increased lending capabilities,”
said Scott A. Kisting, Chairman and CEO, AmericanWest Bank. “This
merger will bring together two like-minded community banks that
complement one another in terms of geography, products, community
engagement and the importance we place on outstanding customer
service.”
Jim Ford, President and CEO of PremierWest Bank, said, “Since
early 2009, the employees of PremierWest have been working hard to
resolve credit issues, organize the bank more efficiently and
return the bank to profitability. While significant progress has
been made, it became evident to the Board of Directors and our bank
management that without a sizable infusion of additional capital,
the bank would not be able to exit all problem credit
relationships, satisfy our commitment to the TARP program, and
adhere to recently enacted regulatory requirements. After studying
many options we decided to merge with AmericanWest Bank as the best
course of action for our employees, shareholders and
communities.”
Under the terms of the definitive agreement, PremierWest Bancorp
shareholders will receive cash consideration of $1.65 per common
share upon the closing of the transaction, or approximately $16.6
million in the aggregate. In addition, the United States Department
of the Treasury has indicated its willingness to consent to a
repayment of PremierWest Bancorp's outstanding TARP preferred
securities and cancellation of the related warrant for aggregate
the full principal amount of Treasury's TARP investment in
PremierWest Bancorp. The parties are targeting a closing of
the transaction in the first half of 2013.
“Our banks have remarkably similar corporate values and
community-minded philosophies,” Ford said. “Customers can expect
the same level of one-to-one attention and dedicated service from
AmericanWest Bank, with the added benefits of a larger,
well-capitalized institution. We thank our employees, shareholders,
and customers for their steadfast loyalty, and ask them to share in
the excitement of moving forward as AmericanWest Bank.”
D.A. Davidson & Co. served as financial advisor to
PremierWest Bancorp and issued a fairness opinion to its Board of
Directors. Lane Powell PC served as legal counsel to PremierWest
Bancorp and Skadden, Arps, Slate, Meagher & Flom LLP served as
legal counsel to AmericanWest Bank.
AmericanWest Bank had total assets of $2.4 billion as of July 2,
2012 and PremierWest Bank had total assets of $1.2 billion as of
September 30, 2012.
PremierWest Bank is a full-service bank owned by PremierWest
Bancorp (NASDAQ: PRWT) and is headquartered in Medford, Oregon,
with 32 locations in Oregon and Northern California. PremierWest
Bank also offers expanded financial services through PremierWest
Investment Services, Inc.
Based in Spokane, Washington, AmericanWest Bank is a
business-focused community bank offering commercial and small
business banking, mortgage lending, treasury management products as
well as a full-suite of personal banking products. The bank
currently operates 75 branches in Washington, California, Idaho and
Utah. Learn more about us at www.awbank.net.
Safe Harbor for Forward-Looking Statements
This document contains forward-looking statements that involve a
number of assumptions, risks and uncertainties that could cause
actual results to differ materially from those contained in the
forward-looking statements. PremierWest Bancorp (“PremierWest”)
cautions readers that any forward-looking information is not a
guarantee of future performance. Such forward-looking statements
include, but are not limited to, statements about the proposed
merger of PremierWest with an affiliate of AmericanWest Bank or any
related transactions, PremierWest’s plans, objectives, expectations
and intentions and other statements that are not historical facts.
Although PremierWest believes the expectations reflected in any
forward-looking statements are based on reasonable assumptions, no
assurance can be given that these expectations will be attained or
that the transactions will be completed and it is possible that its
actual circumstances and results may differ materially from those
indicated by these forward-looking statements due to a variety of
risks and uncertainties. The completion of and benefits from the
transactions are subject to certain risks and uncertainties,
including required approvals of PremierWest’s shareholders,
required regulatory approvals, the other conditions to the
completion of the merger and other risk factors relating to
PremierWest’s business and its industry as detailed from time to
time in PremierWest’s reports filed with the U.S. Securities and
Exchange Commission. PremierWest undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. The
reader is directed to PremierWest’s filings with the U.S.
Securities and Exchange Commission, including quarterly reports on
Form 10-Q, reports on Form 8-K and its annual reports on Form 10-K,
for a discussion of such risks and uncertainties.
Important Additional Information about this
Transaction:
PremierWest intends to file a proxy statement with the U.S.
Securities and Exchange Commission in connection with the proposed
merger of PremierWest and an affiliate of AmericanWest Bank.
Stockholders of PremierWest are urged to read the proxy
statement when it becomes available, because it will contain
important information. Stockholders will be able to obtain a
free copy of the proxy statement, as well as other filings
containing information about PremierWest and the merger, when
available, without charge, at the U.S. Securities and Exchange
Commission’s Internet site (www.sec.gov). In addition, copies of
the proxy statement and other filings containing information about
PremierWest and the proposed merger can be obtained, when
available, without charge, by directing a request to PremierWest’s
Internet site at www.premierwestbank.com under the heading “About
Us” and then under the heading “Investor Relations.” Shareholders
and customers may also contact: James M. Ford, PremierWest
President & CEO at (541) 618-6020 or
Jim.Ford@PremierWestBank.com or Doug Biddle, Executive Vice
President & Chief Financial Officer at (541) 282-5391 or
Doug.Biddle@PremierWestBank.com.
PremierWest and its directors and executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies from PremierWest
stockholders in respect of the proposed merger. You can find
information about PremierWest’s executive officers and directors in
PremierWest’s definitive annual proxy statement filed with the U.S.
Securities and Exchange Commission on April 9, 2012. You can obtain
free copies of PremierWest’s annual proxy statement, and
PremierWest’s proxy statement in connection with the merger, when
it becomes available, by contacting PremierWest’s investor
relations department.
This document shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
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