UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ | |
Filed by a Party other than the Registrant ☐ | |
Check the appropriate box: | |
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) |
☐ | Definitive Proxy Statement |
☒ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a‑12 |
BANK OF COMMERCE HOLDINGS | ||
(Name of Registrant as Specified In Its Charter) | ||
Payment of Filing Fee (Check the appropriate box): | ||
☒ | No fee required | |
☐ | Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11 | |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
☐ | Fee paid previously with preliminary materials. | |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: |
August 18, 2021
To participants in the Merchants Bank of Commerce 401(k) Profit Sharing Plan:
As previously announced and subject to certain customary closing conditions, Bank of Commerce Holdings (the “Company”) has agreed to be acquired by Columbia Banking System, Inc. (“Columbia”). Shareholder approval is one of the closing conditions for the acquisition. The Company is holding a special meeting of shareholders on September 21, 2021, at 4:00 p.m., Pacific Time, to request approval of the proposed merger transaction.
Participants in the Merchants Bank of Commerce 401(k) Profit Sharing Plan (the “401(k) Plan”) who hold shares of the Company’s common stock in their 401(k) Plan accounts have the opportunity to have their shares voted on the proposed merger transaction at the special shareholders meeting.
A copy of the Proxy Statement/Prospectus being distributed to the Company’s shareholders in connection with the special shareholders meeting accompanies this letter. The Proxy Statement/Prospectus provides notice of the special meeting of shareholders and provides information on the three proposals on which shareholders are being asked to vote. We encourage you to review the Proxy Statement/Prospectus carefully to understand the proposals.
The proposals are: (1) a vote to approve the principal terms of the Agreement and Plan of Merger, dated as of June 23, 2021, by and between Columbia and the Company, pursuant to which the Company will merge with and into Columbia; (2) a non-binding vote to approve the compensation that may become payable to executive officers as part of the transaction; and (3) a vote to approve an adjournment, if necessary or appropriate, of the special shareholders meeting to allow the Company to solicit additional votes for approval of the transaction.
These are important matters for us. The Company’s Board of Directors has recommended that shareholders vote in favor of the proposals. As participants in the 401(k) Plan, your proxy vote will serve as voting instructions to the 401(k) Plan trustee on how to vote your shares held in the 401(k) Plan. Votes from 401(k) Plan participants will be tabulated by an independent third party. Your vote will be kept confidential and will not be shared with the Company or its officers or directors. Voting instructions from 401(k) Plan participants must be received by 11:59 p.m. Eastern Time on September 13, 2021, in order to count. Shares for which no instructions are received from 401(k) Plan participants by 11:59 p.m. Eastern Time on September 13, 2021, will not be voted at the special meeting of shareholders.
Please read the notice of special shareholders meeting and accompanying Proxy Statement/Prospectus, as they contain important information about the proposed merger transaction and the proposals to be voted on at the special meeting.
Sincerely,
Randall S. Eslick
President and Chief Executive Officer
Bank of Commerce Holdings