Frontier Financial and SP Acquisition (SPAH) have entered into an agreement and plan of merger, pursuant to which Frontier will merge with, and into, SPAH.
Under the terms of the merger agreement, each share of Frontier’s common stock outstanding will be exchanged for the right to receive 0.0530 shares of SPAH common stock and 0.0530 SPAH warrants upon completion of the merger. In addition, SP Acquisition and certain directors of SPAH will forfeit 9,453,412 shares of common stock of SPAH.
Following the completion of the merger, SPAH will do business as Frontier Financial. Frontier’s executive team will remain in place, the company’s headquarters will remain in Everett, Washington, and the Frontier Bank brand will not be changed. It has added that the boards of the new holding company and bank will consist of both new members representing SPAH shareholders and current Frontier directors. Additionally, Frontier will continue to be an active member of the communities in which it operates.
Warren Lichtenstein, chairman and CEO of SPAH, said: In addition to creating a strong growth platform, the invested capital will provide Frontier Bank with valuable flexibility as it relates to managing its existing non-performing loan portfolio and realizing maximum value for each credit.”
Pat Fahey, chairman and CEO of Frontier, said: Frontier shareholders will have the opportunity to benefit in the combined organization and our customers, employees and communities should continue to experience all that was successful about Frontier Bank. The additional capital will put us in a very strong competitive position to win attractive customers going forward.
The merger is expected to close in the fourth quarter of 2009. However, the transaction is subject to the approval of Frontier shareholders, SPAH shareholders and warrantholders and several regulatory agencies, and other customary closing conditions.
Frontier Financial is a Washington-based financial holding company, providing financial services through its commercial bank subsidiary, Frontier Bank. SP Acquisition is a Delaware-based blank check company.
