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Friday October 8, 12:52 pm Eastern Time
Company Press Release
SOURCE: Bank of Southern Oregon
Bank of Southern Oregon to Acquire United Bancorp
MEDFORD and ROSEBURG, Ore., Oct. 8 /PRNewswire/ -- Bank of Southern Oregon (OTC Bulletin Board: BSOR -
news) has signed a definitive agreement to acquire United Bancorp (OTC Bulletin Board: UBNN - news) and its wholly owned
subsidiary Douglas National Bank, N.A., Roseburg, Oregon, creating an institution with approximately $280 million in total
assets, according to a joint announcement by the parties today. As part of the transaction, Bank of Southern Oregon will
reorganize as a subsidiary of a new holding company. Under the terms of the agreement, which has been approved by the
boards of directors of both companies, United Bancorp shareholders will receive 1.971 of a share of Bank of Southern
Oregon's new holding company for each share of United Bancorp common stock and Bank of Southern Oregon shareholders
will receive one share of new holding company common stock in exchange for each share of Bank of Southern Oregon
common stock, in a tax-free exchange to be accounted for as a pooling-of-interests. Based on Bank of Southern Oregon's
$7.25 bid stock price on October 7, 1999, the transaction values each United Bancorp share at $14.29.
The planned acquisition, which is subject to regulatory and shareholder approvals, is expected to close in the second quarter of
2000. United Bancorp will merge with and into Bank of Southern Oregon's new holding company and thereafter Douglas
National Bank will merge with and into Bank of Southern Oregon. The combined organizations will establish administrative
offices in Medford and Roseburg while retaining their 11 branch offices.
John Anhorn, President and Chief Executive Officer of Bank of Southern Oregon, will serve as the President and Chief
Executive Officer of Bank of Southern Oregon's new holding company. Mr. Anhorn will continue to serve as the Chief
Executive Officer of Bank of Southern Oregon. Neil Zick, Executive Vice President of United Bancorp and President of
Douglas National Bank, will serve as Executive Vice President and Chief Administrative Officer of Bank of Southern Oregon's
new bank holding company. Rich Hieb, Executive Vice President and Chief Operating Officer of Bank of Southern Oregon,
will become Executive Vice President and Chief Operating Officer of Bank of Southern Oregon's new bank holding company.
The board of directors of Bank of Southern Oregon's new bank holding company will be comprised of 3 representatives from
United Bancorp and 5 representatives from Bank of Southern Oregon.
The parties are required by the agreement to complete due diligence by November 5. The merger agreement may be
terminated by either United Bancorp or Bank of Southern Oregon if the merger has not been consummated by July 1, 2000.
Bank of Southern Oregon has $160 million in assets and operates three offices in Jackson County, including two in Medford
and one in Central Point. The bank has built its reputation for excellence based on personal service and by providing banking
solutions that help customers prosper. Bank of Southern Oregon offers a wide range of consumer and business banking
products and services, including depository services and a full array of consumer, commercial and real estate loans.
Douglas National Bank, with $120 million in assets, operates eight branch offices in Oregon's Douglas and Jackson Counties.
Headquartered in Roseburg, Oregon, Douglas National Bank is a full-service commercial bank with seven branch offices in
Douglas County, the largest full-service branch network in Southern Oregon's Douglas County. Since its formation in 1959,
Douglas National Bank has concentrated on providing a high level of personal service in rural communities. Douglas National
Bank provides traditional deposit products and commercial, consumer, and real estate loans.
John A. Duke, Chairman of Bank of Southern Oregon, said, ''This acquisition gives customers in both banks an increased
branch network, additional services and a broader depth of management. It also establishes a solid platform from which to
continue Bank of Southern Oregon's expansion into other attractive Oregon markets.''
United Bancorp Chairman Pete Martini added, ''Our Board has considered a number of strategic alternatives in the past year
and found a merger with Bank of Southern Oregon to hold the greatest opportunity for our shareholders, our employees and
the communities we serve. There is no question in our minds that Bank of Southern Oregon and Douglas National Bank will
prove an excellent match for all parties involved,'' Martini said.
Neil Zick, Executive Vice President of United Bancorp and President of Douglas National Bank, said, ''We are delighted with
this union of Bank of Southern Oregon and Douglas National since it continues our tradition of providing a high level of service
to our customers and will provide them with larger credit and loan capabilities. We believe this new organization will be a
uniquely successful blending of two banks with similar missions and commitments.''
''The combination of Bank of Southern Oregon and Douglas National Bank is a key move in our company's overall strategic
plan,'' said John Anhorn, Bank of Southern Oregon President and Chief Executive Officer. ''Bank of Southern Oregon has
positioned itself over the past 18 months to grow and expand its market area. We have been looking at opportunities to grow
our company and this is just the first step in that process. I have tremendous respect for what Douglas National Bank
management has accomplished in the past year, and I have no doubt that together we will create Southern Oregon's finest
community bank, and eventually build the valuations that are so important to our shareholders,'' Anhorn said.
Pacific Crest Securities acted as financial advisor to Bank of Southern Oregon, while the law firm of Grady & Associates
advised Bank of Southern Oregon. Hoefer & Arnett acted as financial advisor to United Bancorp; Farleigh Wada & Witt
served as the law firm to United Bancorp.
This report contains certain forward-looking statements that are subject to risks and uncertainties that could cause actual results
to differ materially from those reflected in those statements, which are representative only on the date hereof. These
forward-looking statements are based on management's assumptions and projections, and are sometimes identifiable by the use
of the words, ''expect to,'' ''plan,'' ''will,'' ''believe'' and words of a similar predictive nature. Because management's
assumptions and projections are based on anticipation of future events, you should not place undue emphasis on
forward-looking statements. You should anticipate that our actual performance may vary from these projections, and these
variations may be material and adverse. Factors that may cause actual results to differ materially from those contemplated by
such forward-looking statements include, among others, the following possibilities: (1) expected cost savings from the merger
cannot be fully realized or realized within the expected time frame; (2) revenues following the merger are lower than expected;
(3) competitive pressure among depository institutions increases significantly; (4) cost or difficulties related to the integration of
the business of Bank of Southern Oregon and Douglas National Bank are greater than expected; (5) changes in the interest rate
environment reduce interest margins; (6) general economic conditions, either nationally or in the states in which the combined
company will be doing business, are less favorable than expected; or (7) legislation or regulatory changes adversely affect the
business in which the combined company would be engaged. Therefore, you should not rely solely on the forward-looking
statements in evaluating an investment or prospective investment, and you should consider all uncertainties and risks in the filings
of Bank of Southern Oregon with the Federal Deposit Insurance Corporation. Bank of Southern Oregon's annual report on
Form 10-K for the year ended December 31, 1998 discusses a number of factors that may contribute to variances from our
expectations. The corporations undertake no obligation to update any forward-looking statements contained herein.
SOURCE: Bank of Southern Oregon
More Quotes
and News:
Bank of Southern Oregon (OTC BB:BSOR.OB - news)
United Bancorp (OR) (OTC BB:UBNN.OB - news)
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