EUGENE, Ore., Nov. 19, 2014 /PRNewswire/ — Pacific Continental Corporation (NASDAQ: PCBK) (the “Company”), the holding company of Pacific Continental Bank, announced the signing of a definitive agreement to acquire Capital Pacific Bancorp (OTCQB: CPBO) (“Capital Pacific”), the holding company of Capital Pacific Bank, headquartered in downtown Portland, Oregon. As of September 30, 2014, Capital Pacific had $255.9 million in total assets, $201.1 million in gross loans and $227.2 million in total deposits. The combination will significantly increase the Company’s presence in the Portland market with pro forma Metropolitan Portland loans and deposits of $591.1 million and $483.9 million, respectively.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of Pacific Continental Corporation, Pacific Continental Bank, Capital Pacific Bancorp and Capital Pacific Bank, the shareholders of Capital Pacific will have a choice between electing to receive either $16.00 per share in cash or 1.132 shares of the Company’s common stock for each share of Capital Pacific common stock or a combination of 40.0% in the form of cash and 60.0% in the form of the Company’s common stock. Based on a $13.77 closing price of the Company’s common stock on November 19, 2014, the aggregate consideration for Capital Pacific was approximately $42.4 million, or $15.75 per share of issued and outstanding Capital Pacific common stock. The number of shares of the Company’s common stock to be issued to Capital Pacific shareholders is based on a fixed exchange ratio provided that the Company’s stock price remains between $12.01 and $16.25 as measured by the 20-day average closing price of Pacific Continental common stock shortly before closing. The value of the stock portion of the consideration will fluctuate based on the value of the Company’s common stock. To the extent the average closing price of the Company’s common stock is outside this price range, then the exchange ratio will adjust.

Hal M. Brown, chief executive officer of Pacific Continental Bank, commented, “Capital Pacific Bank and Pacific Continental Bank are coming together as two great business banking franchises with two celebrated cultures.” Brown added, “We are excited to increase our presence in the Portland market and this combination allows us to deploy a portion of our current capital base into a compelling investment.”

“This merger is a partnership where we can seamlessly blend the best of both organizations to expand services and benefits, and continue our emphasis on value to clients, employees and the community,” said Mark C. Stevenson, president and chief executive officer of Capital Pacific Bancorp. “Pacific Continental will benefit from our respected expertise serving non-profit organizations and local businesses, our talented team of bankers, and our industry-leading role in sustainability. Our shareholders will also benefit from the mix of stock and cash consideration paid, which will provide liquidity and the ability for our shareholders to remain invested with Pacific Continental Corporation.”

Roger S. Busse, president and chief operating officer of Pacific Continental Bank, commented, “Capital Pacific has created an attractive franchise that is well-respected in the community and we recognize the tremendous value of joining together our two banking organizations. This acquisition will provide us with meaningful operational scale for our Portland footprint.” Busse continued, “We will continue to provide superior client service in the combined company and we welcome the Capital Pacific employees and are honored to work with them as partners going forward.”

The Company expects that, upon consummation in 2015, the transaction will be immediately accretive to earnings per share excluding non-recurring merger related expenses.

The transaction is expected to close by the end of the first quarter of 2015, subject to satisfaction of customary conditions of closing including receipt of required regulatory approvals and approval by the shareholders of Capital Pacific Bancorp. Upon closing, one current director of Capital Pacific will join the Company’s board of directors.

On a pro forma combined basis, with the proposed acquisition of Capital Pacific, the Company would have total assets of $1.7 billion, total loans outstanding of $1.2 billion and total deposits of $1.4 billion as of September 30, 2014 (unaudited).

A conference call is scheduled for 11:00 a.m. PT / 2:00 p.m. ET on Thursday, November 20, 2014 and can be accessed by calling: (866) 295-1423.

Inquiries

• Analyst and shareholder: Mick Reynolds, (541) 686-8685, mick.reynolds@therightbank.com
• Client: Robert Harding, (541) 686-8685,