BELLEVUE, Wash.–(PRNewswire)–Pacific Continental Corporation (NASDAQ: PCBK) (the “Company”), the holding company of Pacific Continental Bank, and Foundation Bancorp, Inc. (OTCPink: FDNB) (“Foundation”), the holding company of Foundation Bank, announced the signing of an agreement and plan of merger pursuant to which Foundation shall be merged with and into the Company. Foundation is headquartered in downtown Bellevue, Washington and had $422.4 million in total assets, $299.3 million in gross loans and $367.5 million in total deposits as of March 31, 2016.
On a pro forma combined basis, the Company would have total assets of $2.4 billion, total loans outstanding of $1.7 billion and total deposits of $2.1 billion as of March 31, 2016 (unaudited), including $443.8 million in loans and $561.9 million in deposits in the Seattle metropolitan area.
Under the terms of the agreement, which has been unanimously approved by the boards of directors of Pacific Continental Corporation, Pacific Continental Bank, Foundation Bancorp, Inc. and Foundation Bank, the shareholders of Foundation may elect to receive either 0.7911 shares of the Company’s common stock, $12.50 per share in cash or a combination thereof, for each share of Foundation common stock. The preferred stock of Foundation will become convertible into the right to receive the merger consideration with respect to 1,500,000 shares of Foundation Bancorp, Inc. common stock, together with cumulative cash dividends payable to such holders. Based on a $16.74 closing price of the Company’s common stock on April 26, 2016 the aggregate consideration for Foundation was approximately $67.1 million, or $13.02 per share. The number of shares of the Company’s common stock to be issued to Foundation shareholders is based on a fixed exchange ratio. The value of the stock portion of the consideration will fluctuate based on the value of the Company’s common stock. To the extent there are under or over subscriptions for cash election shares by Foundation shareholders, under the terms of the merger agreement there will be a re-allocation of the merger consideration for such Foundation shareholders such that the aggregate cash consideration shall equal approximately $19.3 million.