On September 17, 2022, Columbia Banking System, Inc. (“Columbia”) and its wholly owned subsidiary Columbia State Bank, and Umpqua Holdings Corporation (“Umpqua”) and its wholly owned subsidiary Umpqua Bank (collectively, the “Parties”) entered into a Letter of Agreement (the “LOA”) with the Department of Justice, Antitrust Division (the “DOJ”) in connection with the proposed merger between Columbia and Umpqua (the “Transaction”). Pursuant to the LOA, as a condition to obtaining regulatory approvals necessary to complete the Transaction, the Parties will be required to divest ten Columbia State Bank branches located in Colusa and Glenn counties in California; Lincoln, Malheur and Tillamook counties in Oregon; and Klickitat county in Washington (the “Divestiture Branches”). A divestiture statement identifying the Divestiture Branches and other information is available on the website of each party. In the LOA, the DOJ agreed that it would advise the Federal Reserve and the FDIC that the DOJ is not adverse to approval of the Transaction if the divestitures are made consistent with the terms of the LOA.
Completion of the Transaction remains subject to receipt of required regulatory approvals and other customary closing conditions set forth in the merger agreement relating to the Transaction.
Forward Looking Statements
This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the Transaction, the plans, objectives, expectations and intentions of Umpqua and Columbia, the expected timing of completion of the Transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. All statements other than statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and Umpqua’s and Columbia’s respective businesses, results of operations, and financial condition; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board or the effects of any declines in housing and commercial real estate prices, high or increasing unemployment rates, or any slowdown in economic growth particularly in the western United States; volatility and disruptions in global capital and credit markets; movements in interest rates; reform of LIBOR; competitive pressures, including on product pricing and services; success, impact, and timing of Umpqua’s and Columbia’s respective business strategies, including market acceptance of any new products or services and Umpqua and Columbia’s ability to successfully implement efficiency and operational excellence initiatives; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; changes in laws or regulations; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement to which Umpqua and Columbia are parties; the outcome of any legal proceedings that have been or may be instituted against Umpqua or Columbia; delays in completing the Transaction; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the failure to satisfy any of the other conditions to the Transaction on a timely basis or at all; changes in Umpqua’s or Columbia’s share price before closing, including as a result of the financial performance of the other party prior to closing, or more generally due to broader stock market movements, and the
