WALLA WALLA, Wash., April 12, 2007 (PRIME NEWSWIRE) -- Banner Corporation (Nasdaq:BANR), the parent of Banner Bank, today announced it has received all regulatory approvals for its acquisitions of F&M Bank of Spokane, Washington and San Juan Financial Holding Company of Friday Harbor, Washington. The mergers are subject to approval of the shareholders of F&M Bank and the shareholders of San Juan Financial Holding Company at special meetings that will both be held on April 27, 2007. The anticipated closing date for both acquisitions is May 1, 2007.
The Company is also considering electing early adoption of Financial Accounting Standards Board (FASB) Statement No. 159. In February 2007 the FASB issued a standard that provides companies with an option to report selected financial assets and liabilities at fair market value and further provides for early adoption of this standard within the first 120 days of 2007.
Consequently, Banner will report first quarter 2007 results after the market closes on Tuesday, May 1. The following day, on Wednesday, May 2, management will host a conference call at 8:00 a.m. PDT (11:00 a.m. EDT) to discuss the results. Interested investors may listen to the call live or via replay at www.bannerbank.com. Investment professionals are invited to dial 303-262-2139 to participate in the call. A replay will be available for a week at 303-590-3000, using passcode 11086723#.
Banner Corporation is the parent of Banner Bank, a commercial bank that operates a total of 62 branch offices and 12 loan offices in 27 counties in Washington, Oregon and Idaho. Banner serves the Pacific Northwest region with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans. Visit Banner Bank on the Web at www.bannerbank.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. Banner Corporation has filed registration statements that each contain a proxy statement/prospectus that has been sent to F&M Bank's and San Juan Financial Holding Company's shareholders, and other relevant documents concerning the proposed transactions, with the U.S. Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE REGISTRATION STATEMENTS CONTAINING THE PROXY STATEMENTS/PROSPECTUSES, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors are able to obtain these documents free of charge at the SEC's web site (www.sec.gov). In addition, documents filed with the SEC by Banner Corporation are available free of charge from Banner Corporation, 10 S. 1st Avenue, Walla Walla, Washington 99362.
The directors, executive officers, and certain other members of management of F&M Bank and San Juan Financial Holding Company may be soliciting proxies in favor of the transactions from each company's shareholders. For information about these directors, executive officers, and members of management, please refer to the proxy statement/prospectus that has been sent to each company's shareholders, which is available on the SEC's web site and at the address provided in the preceding paragraph.
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995
This release, like other written and oral communications presented by Banner Corporation, F&M Bank and San Juan Financial Holding Company (the "Companies") and their authorized officers, may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Companies intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions.
Forward-looking statements, which are based on certain assumptions, may be identified by their reference to future periods and include, without limitation, those statements relating to the anticipated effects of the transaction between the Companies. The following factors, among others, could cause the actual results of the transaction and the expected benefits of the transaction to the combined company and to the Companies' shareholders, to differ materially from the expectations stated in this release: the ability of the Companies to consummate the transaction; a materially adverse change in the financial condition or results of operations of any of the companies; the ability of Banner Corporation to successfully integrate the assets, liabilities, customers, systems, and any management personnel it may acquire into its operations pursuant to the transaction; and the ability to realize the related revenue synergies and cost savings within the expected time frames.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, the Companies disclaim any obligation to update any forward-looking statements.