Banner Corporation to Acquire California-Focused AltaPacific Bancorp

Banner Corporation (NASDAQ: BANR), the holding company for Banner Bank and Islanders Bank, together with AltaPacific Bancorp (OTCBB: ABNK), the holding company for AltaPacific Bank, today announced they have entered into a definitive agreement for AltaPacific Bank to merge with, and into, Banner Bank to expand the Bank’s presence in California. The transaction will be accomplished through Banner Corporation’s acquisition of AltaPacific Bancorp.

“AltaPacific Bank is a respected business-focused bank and we consider it a compliment they chose us as their merger partner,” said Mark Grescovich, President and Chief Executive Officer, Banner Bank. “This is an excellent addition to Banner because it provides scale to our California franchise with attractive core deposits, commercial banking relationships and a similar credit culture.”

“Today’s banking environment is challenging for small community banks, even strong ones like ours,” said Charles O. Hall, Chief Executive Officer, AltaPacific Bank. “Choosing to merge with Banner Bank is a great win-win for our customers and employees.  Our customers will benefit from larger lending limits, more resources, and expanded product and service offerings, while our team remains part of an outstanding community bank.”

This transaction is intended to increase Banner’s presence and density in its existing California market. AltaPacific Bank has six locations: Santa Rosa in Northern California, and Ontario, Temecula, Glendora, Riverside and San Bernardino in Southern California. Currently, Banner Corporation has total assets of $11.8 billion and AltaPacific Bancorp has total assets of $436 million. The combined company will have approximately $12.2 billion in assets.

The merger agreement specifies AltaPacific shareholders will receive 0.2712 shares of Banner common stock in exchange for each share of AltaPacific common stock, subject to potential adjustment as provided in the merger agreement. Based on the closing price of $54.19 per share of Banner common stock on July 23, 2019, the merger consideration would have an aggregate value of approximately $87.4 million. Banner expects the transaction to be immediately accretive to earnings per share, excluding one-time transaction expenses.

The transaction is subject to approval by AltaPacific shareholders, regulatory agencies and other customary closing conditions, and is expected to close in the fourth quarter of 2019.

Banner was advised by Stephens Inc., as financial advisor, and Davis, Wright Tremaine, as legal counsel. AltaPacific was advised by Panoramic Capital Advisors, as financial advisor, Vining Sparks Community Bank Advisory Group as financial advisor and rendered a fairness opinion, and King, Holmes, Paterno & Soriano as legal counsel.

About Banner Corporation

Banner Corporation is an $11.85 billion bank holding company operating two commercial banks in four Western states through a network of branches offering a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans. Learn more about us at www.bannerbank.com.

About AltaPacific Bancorp

AltaPacific Bancorp is the parent company for AltaPacific Bank. The Company’s stock trades over the counter under the symbol ABNK. AltaPacific Bank is an independent business bank headquartered in Santa Rosa, California and has additional banking offices in Glendora, Ontario, Riverside, San Bernardino and Temecula, California. The bank is focused on meeting the specialized needs of small to medium-sized businesses and professionals throughout California. For additional information, please contact us at (707) 236-1500 or online at www.apbconnect.com.