Columbia Banking System And Pacific Continental Corporation Enter Into Definitive Agreement To Merge

Strengthens Columbia's Presence in Key Metropolitan Markets in the Northwest

PR Newswire

TACOMA, Wash. and EUGENE, Ore., Jan. 9, 2017

TACOMA, Wash. and EUGENE, Ore., Jan. 9, 2017 /PRNewswire/ --  Columbia Banking System, Inc. (NASDAQ: COLB, "Columbia") and Pacific Continental Corporation (NASDAQ: PCBK, "Pacific Continental") today jointly announced the signing of a definitive agreement to merge Pacific Continental into Columbia in a transaction valued at approximately $644.1 million, or $27.85 per share based on Columbia's January 9, 2017 stock price.  The combined company will have approximately $12 billion in assets with over 150 branches throughout Washington, Oregon and Idaho.

"We are delighted that Pacific Continental has agreed to join with Columbia, strengthening and growing our position as the premier Northwest focused regional community bank," said Melanie J. Dressel, President and Chief Executive Officer of Columbia.  "We admire Pacific Continental and it's over 40-year commitment to the communities it serves.  We see this as an exciting opportunity for both companies, our shareholders, and our respective teams of bankers. This merger exceeds our financial metrics with double digit earnings accretion and a tangible book value earnback of 3.7 years.  We look forward to continuing Pacific Continental's leadership position in the Eugene market while enhancing our presence in the Portland and Seattle markets with the help of Pacific Continental's key niche practice and market leaders. Additionally, at closing, one current community-based director from Pacific Continental's Board of Directors will join the Board of Columbia."

"We are very pleased and excited to partner with Columbia and view it as a wonderful opportunity to continue serving our communities as the premier community bank, offering our clients additional products and services" said Roger Busse, President and Chief Executive Officer of Pacific Continental.  "We strongly believe that our corporate values are aligned with Columbia's which will undoubtedly aid in the integration of our two banks and our clients will continue to work with their existing relationship personnel in all markets.  We are partnering with one of the most recognized and awarded community banks in the nation and share a proud heritage of service and community investment."

Under the terms of the merger agreement, Pacific Continental shareholders are entitled to receive 0.6430 of a share of Columbia common stock for each share of Pacific Continental stock, subject to certain potential adjustments.  Based on Columbia's closing stock price as of January 9, 2017, the aggregate merger consideration is valued at $644.1 million, or $27.85 per share, which includes $629.5 million of Columbia stock to be issued to Pacific Continental shareholders and $14.6 million of cash to be issued to the holders of options, stock appreciation rights and restricted stock units.  The value of the merger consideration will fluctuate until closing based on the value of Columbia's stock and subject to a cap/collar.  At closing, Pacific Continental shareholders will own approximately 20.0% of the combined company. 

The agreement was approved by the Board of Directors of each company. Closing of the transaction is contingent on shareholder approval and receipt of necessary regulatory approvals, along with satisfaction of other customary closing conditions.   

The acquisition is expected to close in mid-2017 and to be immediately accretive to Columbia's earnings per share with 8% and 10% projected accretion in 2018 and 2019, respectively. The tangible book value earnback is approximately 3.7 years.

Columbia was advised in this transaction by Keefe, Bruyette & Woods, a Stifel Company, as financial advisor and Sullivan & Cromwell LLP, as legal counsel.  Pacific Continental was advised by D.A. Davidson & Co., as financial advisor, and Pillsbury Winthrop Shaw Pittman LLP, as legal counsel.

Conference Call:  Tuesday, January 10^th at 9:00 a.m. PST

Columbia and Pacific Continental will hold a joint conference call regarding this announcement on Tuesday, January 10, 2017 at 9:00 a.m. PST. Those wishing to participate in the call may dial (866) 378-3802; Conference ID code #48326477. An investor presentation can be accessed prior to the call on Columbia's website at www.columbiabank.com by clicking on the Pacific Continental logo in the lower right hand corner of the home page.  A replay of the call will be available through 9:00 p.m. PST January 17, 2017 by calling (855) 859-2059 and entering Conference ID code #48326477.

About Columbia

Headquartered in Tacoma, Washington, Columbia Banking System, Inc. is the holding company of Columbia Bank, a Washington state-chartered full-service commercial bank, with locations throughout Washington, Oregon and Idaho. For the tenth consecutive year, the bank was named in 2016 as one of Puget Sound Business Journal's "Washington's Best Workplaces."  Columbia ranked in the top 20 on the 2016 Forbes list of best banks in the country for the fifth year in a row.  More information about Columbia can be found on its website atwww.columbiabank.com.

About Pacific Continental

Pacific Continental Bank, the operating subsidiary of Pacific Continental Corporation, delivers highly personalized services through 14 banking offices in Oregon and Washington.  The Bank also operates loan production offices in Tacoma, Washington and Denver, Colorado.  Pacific Continental, with $2.5 billion in assets, has established one of the most unique and attractive metropolitan branch networks in the Pacific Northwest with offices in three of the region's largest markets including Seattle, Portland and Eugene.  Pacific Continental targets the banking needs of community-based businesses, health care professionals, professional service providers and nonprofit organizations.

Since its founding in 1972, Pacific Continental Bank has been honored with numerous awards and recognitions from highly regarded third-party organizations including the Seattle Times, the Portland Business Journal,Seattle Business magazine and Oregon Business magazine.  A complete list of the company's awards and recognitions – as well as supplementary information on Pacific Continental Bank – can be found online at www.therightbank.com. Pacific Continental Corporation's shares are listed on the Nasdaq Global Select market under the symbol "PCBK" and are a component of the Russell 2000 Index.