TACOMA, Wash. — Columbia Banking System Inc. announced Monday the completion of its acquisition of West Coast Bancorp, the parent company of West Coast Bank. Columbia’s subsidiary, Columbia State Bank, does business under the Bank of Astoria name in Astoria, Warrenton, Seaside, Cannon Beach, Manzanita and Tillamook.

With the completion of the merger, Columbia’s total assets exceed $7 billion, with 157 branches in 38 counties in Washington and Oregon. Effective at the time of the merger, Columbia also appointed David A. Dietzler, a former director of West Coast, to serve on the boards of Columbia and Columbia State Bank.

“We are delighted to welcome the customers, employees and shareholders of West Coast to Columbia,” said Melanie J. Dressel, President and CEO of Columbia. “The merging of Columbia and West Coast moves us significantly toward our stated objective of being the leading Pacific Northwest regional community bank. The complementary aspects of the companies’ businesses, including customer focus, geographic coverage, business orientation and compatibility of management and operating styles, makes the merger a natural fit.”

Heather Seppa, president of Bank of Astoria, in a message on the local bank’s website, www.bankofastoria.com, said that with the merger of Columbia and West Coast Bank, “there will be a stronger network of Columbia branches throughout Western Oregon and along the Oregon Coast. We have decided that changing the name of Bank of Astoria to Columbia Bank will allow our customers to understand the broad access they have throughout Oregon and Washington under the Columbia name.”

Columbia also announced the final results of the elections made by the former shareholders of West Coast regarding the form of consideration to be received in connection with the merger.

Pursuant to the terms of the merger agreement, dated Sept. 25, former West Coast shareholders were entitled to receive merger consideration consisting of shares of Columbia common stock only, cash only or a unit consisting of a mix of Columbia Shares and cash, in each case with a value equal to approximately $24.11, depending on, and after giving effect to, the proration and allocation procedures set forth in the merger agreement.

The final results of the elections made by former West Coast shareholders are as follows:

• Holders of 13,215,490 West Coast shares, or approximately 57.5 percent of outstanding West Coast shares, made valid elections to receive Columbia Shares only.

• Holders of 4,562,805 West Coast shares, or approximately 19.9 percent, made valid elections to receive cash only.

• Holders of 1,970,264 West Coast Shares, or approximately 8.6 percent, opted to receive Columbia shares and cash.

• Holders of 3,237,867 West Coast shares, or approximately 14.1 percent, did not make an election or were deemed not to have made a valid election. They will receive a merger consideration pursuant to the proration and allocation formulas set forth in the merger agreement.

The cash component of the aggregate merger consideration is fixed at $264,609,560, and the share component of issuable consideration is fixed at 12,809,525 Columbia shares.

Each West Coast share for which a valid election was or was not made to receive cash will receive approximately $24.11. Valid elections for stock consideration will receive approximately $4.67 in cash and 0.9397 Columbia shares for each West Coast share. Mixed elections will receive approximately $12.05 in cash and 0.5831 Columbia Shares for each West Coast share. No fractional shares of Columbia common stock will be issued; in lieu of fractional shares, former West Coast shareholders will receive cash.


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