“Together, Sterling and Umpqua look forward to serving our customers, communities and shareholders with expanded resources and geographic reach.”
The combined company will operate as Umpqua Holdings Corporation and conduct banking operations under the Umpqua Bank name and brand. Umpqua now has approximately $22 billion in assets, $15 billion in loans and $16 billion in deposits, with 5,000 associates and 394 stores across five states – Oregon, Washington, Idaho, California and Nevada.
Ray Davis will continue to lead Umpqua Holdings Corporation as president and CEO. Cort O’Haver will serve as Umpqua Bank’s president of commercial banking, with former Sterling president and CEO Greg Seibly serving as president of consumer banking. Umpqua will continue to deliver the high-touch level of service that customers expect, with an expanded branch and ATM network and a broad range of products and expertise in retail, small business, private and commercial banking; asset and wealth management; and securities brokerage.
“Today, we took a significant step forward in achieving Umpqua’s goal of building a community bank at any size, one that offers the products and expertise of a large bank, the engagement of a community bank, and the innovative customer experience of a leading retailer,” said Ray Davis, president and CEO of Umpqua Bank. “Together, Sterling and Umpqua look forward to serving our customers, communities and shareholders with expanded resources and geographic reach.”
Under the terms of the agreement, Sterling shareholders will receive 1.671 shares of Umpqua common stock and $2.18 cash for each share of Sterling common stock. The total value of the Sterling merger consideration, based on the closing price of Umpqua shares on April 17, 2014 of $18.58, is $33.23 per share.
The transaction is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes and Sterling shareholders are not expected to recognize any taxable gain or loss in connection with the share exchange to the extent of the stock consideration received. Giving effect to the transaction, existing shareholders of Umpqua are expected to own approximately 51% of the outstanding shares of the combined company at closing, and Sterling shareholders are expected to own approximately 49%.
J.P. Morgan Securities LLC served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to Umpqua.
Customers will benefit from an expanded branch and ATM network as well as products and expertise in retail, small business, private and corporate banking; asset and wealth management; and securities brokerage.
Beginning immediately, customers of both Umpqua and Sterling can use any of the company’s ATMs to make cash withdrawals without incurring fees. Sterling customers can also continue to bank as usual by phone, ATM and online. In addition, customers of both banks will be able to conduct most basic transactions at any Umpqua or Sterling location.
Signs will begin changing to the Umpqua brand on April 19, a process that is expected to be completed in early June.
Umpqua in the Community
As part of the merger agreement, Umpqua has established the Umpqua Bank Charitable Foundation to advance the company’s commitment to the communities it serves. The Foundation, which will be funded with a $10 million investment, will expand the company’s philanthropic efforts. All Umpqua associates will continue to receive paid time off to volunteer and contribute to their communities through Umpqua’s Connect Volunteer Network®, which provides every associate with up to 40 hours each year to volunteer.
About Umpqua Holdings Corporation
Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of Umpqua Bank, an Oregon-based community bank recognized for its entrepreneurial approach, innovative use of technology, and distinctive banking solutions. Umpqua Bank has locations across Idaho, Washington, Oregon, California and Northern Nevada. Umpqua Holdings also owns a retail brokerage subsidiary, Umpqua Investments, Inc., which has locations in Umpqua Bank stores and in dedicated offices in Oregon. Umpqua Private Bank serves high net worth individuals and non-profits, providing trust and investment services. Umpqua Holdings Corporation is headquartered in Portland, Oregon. For more information, visitwww.umpquaholdingscorp.com.