Under the acquisition deal inked, the acquirer will provide for cash consideration to the common shareholders of $20.4m, or $17.75 per share, including the planned cash redemption of $3.5m in preferred stock and the value of outstanding options and warrants, the total aggregate deal value is nearly $24.9m.
After the completion of the transaction, all Circle Bank branches will run under the name of Umpqua Bank and will add Circle Bank’s Bay Area network of six branches in Corte Madera, Novato, Petaluma, San Francisco, San Rafael and Santa Rosa to Umpqua Bank’s network of 193 locations in California, Oregon, Washington and Northern Nevada, US.
Umpqua Bank president and CEO Ray Davis said the bank has acquired Circle Bank, as a part of its plan to strengthen its presence in the Bay area.
"Circle Bank has a strong commitment to its customers and communities, and we’re pleased to partner with an organization that shares Umpqua’s community bank values and culture," Davis added.
Circle Bancorp chairman and CEO Kit Cole and Circle Bank CEO Kim Kaselionis said in a joint statement, "The combination of Umpqua and Circle Bank will offer customers expanded geographic coverage and access to the variety of products and services of a large bank delivered with the quality customer service and engagement that only a community bank can provide."
Following the definitive agreement by both firms, Shoreline Capital Partners, the holder of nearly 99% of the outstanding shares of common stock of Circle Bancorp, delivered to Circle Bancorp its agreement to vote in favor of approving the agreement.
Umpqua Holdings believes the acquisition to be immediately accretive to operating earnings per share with minimal impact on tangible book value per common share.
According to the acquirer, the integrated start up will have assets of approximately $11.8bn, deposits of almost $9.4bn and shareholders’ equity of about $1.7bn.
Lane Powell acted as legal advisor to the board of directors of Umpqua Holdings and Horgan, Rosen, Beckham & Coren, served in the same capacity for Circle Bancorp.
