Northwest Bancorporation, Inc. (OTC Pink: NBCT) (“NBCT” or the “Company”), the holding company of Inland Northwest Bank ("INB"), today announced the signing of a definitive agreement to acquire CenterPointe Community Bank (OTC Pink: CENP) ("CenterPointe"), headquartered in Hood River, Oregon. With approximately $770 million in assets, the combined company will expand INB's community banking services into the Columbia River Gorge. The proposed acquisition will be INB’s second, as it acquired Bank of Fairfield in October 2015.
“We are excited about this opportunity to bring together two community bank franchises that share very similar philosophies and cultures,” said Russ Lee, President and CEO of NBCT and INB. Lee continued, “The Columbia River Gorge is a growing region and as the only locally headquartered community bank in the markets it serves, CenterPointe has a great deal in common with INB. As a larger combined community bank, we believe INB will be even better positioned to grow, provide customers with superior personal service and create strong returns for our shareholders and our communities.”
CenterPointe has three branches in Hood River, The Dalles and Bingen, and a loan production office in Lake Oswego that serves the Portland-Vancouver-Hillsboro market. Mahlon Vigesaa, President and Chief Executive Officer of CenterPointe Community Bank said, “This is a win-win for our customers and our employees as the combined company will bring greater resources to meet the needs of our customers and communities and provide growth and development opportunities for our employees.”
The Boards of Northwest Bancorporation, Inc. and CenterPointe approved the transaction, which is subject to, among other conditions, approval by CenterPointe’s shareholders, regulatory approval and other customary conditions of closing. The transaction is expected to close in the third quarter of 2017.
As of December 31, 2016, CenterPointe Community Bank had $131.1 million in total assets, $89.3 million in gross loans and $117.5 million in total deposits. CenterPointe’s cost of deposits was 0.11% in the fourth quarter 2016 and non-interest bearing deposits accounted for 37.3% of total deposits.
“CenterPointe Community Bank has built a track record as a quality local bank focused on serving the local business communities,” Lee added, “It has an attractive and low-cost core deposit base, conservative credit culture and a history of strong financial performance. Combining both banks will create operational scale and efficiencies that benefit all of our customers.”
CenterPointe shareholders will receive consideration of approximately $12.85 per share if electing cash or 1.0280 shares of NBCT common stock if electing stock consideration. In aggregate, the consideration, which is subject to certain adjustments, will be 60% NBCT common stock and 40% cash. On a pro forma basis, the CenterPointe shareholders are expected to own approximately 10.8% of outstanding NBCT shares upon closing.
Upon closing, Vigesaa will serve as President for the Columbia River Gorge and Portland markets for INB and one member of CenterPointe’s board of directors will join the board of directors of Northwest Bancorporation, Inc. and INB. On a pro forma basis, the Company expects to remain well-capitalized and does not plan to raise additional capital in connection with the acquisition of CenterPointe.
D.A. Davidson & Co. served as financial advisor and Witherspoon Kelley served as legal counsel to Northwest Bancorporation, Inc. Wedbush Securities, Inc. served as financial advisor and Lane Powell PC served as legal counsel to CenterPointe Community Bank.
About CenterPointe Community Bank
CenterPointe Community Bank is a state-chartered community bank serving its communities through its three branch locations in the Columbia River Gorge region and a loan production office in Lake Oswego. More information about CenterPointe can be found at www.centerpointebank.com.
About Northwest Bancorporation, Inc.
Northwest Bancorporation, Inc. is the parent company of Inland Northwest Bank, a state-chartered community bank which currently operates eleven branches in Eastern Washington, one branch in Central Washington and three branches in Northern Idaho. INB specializes in meeting the financial needs of individuals and small to medium-sized businesses, including professional corporations and agriculture-related operations, by providing a full line of commercial, retail, agricultural, and mortgage and private banking products and services. More information about INB can be found on its website at www.inb.com. The Company's stock is quoted on the OTC Market's Pink Marketplace, www.otcmarkets.com, under the symbol NBCT.
This release contains forward-looking statements that are not historical facts and that are intended to be “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions and other statements contained in this release that are not historical facts and pertain to the Company’s future operating results. When used in this release, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are generally intended to identify forward-looking statements. Actual results may differ materially from the results discussed in these forward-looking statements, because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These include but are not limited to: the businesses of the Company and CenterPointe may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; the expected growth opportunities or cost savings from the merger may not be fully realized or may take longer to realize than expected; operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; the shareholders of CenterPointe may fail to approve the merger; the possibility of adverse economic developments that may, among other things, increase default and delinquency risks in the Company’s loan portfolios; shifts in interest rates; shifts in the rate of inflation; shifts in the demand for the Company’s loan and other products; unforeseen increases in costs and expenses; changes in accounting policies; changes in the monetary and fiscal policies of the federal government; and changes in laws, regulations and the competitive environment. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
For more information contact:
Russell A. Lee, President and CEO
Holly Poquette, Chief Financial Officer