FBNW Firstbank NW

SPOKANE, Wash. and CLARKSTON, Wash., Nov. 8 /PRNewswire-FirstCall/ -- Sterling Financial Corporation ("Sterling") (NASDAQ:STSA) and FirstBank NW Corp. ("FirstBank") (NASDAQ:FBNW) today announced that FirstBank's shareholders approved FirstBank's proposed merger with Sterling at a meeting of FirstBank's shareholders held earlier today. Under the terms of the merger agreement, each share of FirstBank common stock will be converted into the right to receive 0.7890 shares of Sterling common stock and $2.55 in cash. The transaction remains subject to customary closing conditions, including the receipt of necessary regulatory approvals, and is expected to close during Sterling's fourth fiscal quarter ending December 31, 2006. The last day of trading on the NASDAQ Global Market for shares of FirstBank common stock will be the merger closing date. ABOUT STERLING FINANCIAL CORPORATION Sterling Financial Corporation of Spokane, Washington is a bank holding company, of which the principal operating subsidiaries are Sterling Savings Bank and Golf Savings Bank. Sterling Savings Bank is a Washington State- chartered, federally insured commercial bank, which opened in April 1983 as a stock savings and loan association. Sterling Savings Bank, based in Spokane, Washington, has financial service centers throughout Washington, Oregon, Idaho and Montana. Through Sterling Saving Bank's wholly owned subsidiaries, Action Mortgage Company and INTERVEST-Mortgage Investment Company, it operates loan production offices in Washington, Oregon, Idaho, Montana, Utah, Arizona and California. Sterling Savings Bank's subsidiary Harbor Financial Services provides non-bank investments, including mutual funds, variable annuities and tax-deferred annuities and other investment products through regional representatives throughout Sterling Savings Bank's branch network. Golf Savings Bank is a Washington State-chartered and FDIC insured savings bank. Golf Savings Bank's primary focus is residential mortgage origination of single-family permanent loans and residential construction financing. Golf Savings Bank's primary market area is the greater Puget Sound area of Washington State. Golf Savings Bank originates loans through a mortgage origination office in Kennewick, Washington, as well as eight retail mortgage loan production offices, throughout the Puget Sound area. ABOUT FIRSTBANK NW CORP. FirstBank NW Corp. is a savings and loan holding company for FirstBank Northwest, a Washington State-chartered savings bank, which offers various banking services in Washington, Idaho and Oregon. FirstBank's deposit instruments include NOW, money market deposit and regular savings accounts; treasury, taxes and loans accounts for local businesses; certificates of deposit; retirement savings plans; and securities sold under agreements to repurchase. FirstBank also originates residential mortgage, commercial, agricultural real estate, construction, consumer, home equity, auto dealer and other non real estate loans. In addition, it invests in mortgage-backed and investment securities. Currently, FirstBank operates eight depository offices in Idaho, three in Washington and nine in Oregon. It also operates six real estate loan production centers and five commercial and agricultural production centers. FirstBank Northwest, was founded in 1920 and is based in Clarkston, Washington. ADDITIONAL INFORMATION AND WHERE TO FIND IT Sterling has filed with the Securities and Exchange Commission a registration statement on Form S-4, and FirstBank has mailed a proxy statement/prospectus to its security holders, containing information about the transaction. In addition to the registration statement filed by Sterling and the proxy statement/prospectus mailed to the security holders of FirstBank, Sterling and FirstBank file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other relevant documents and any other documents filed with the Securities and Exchange Commission at its website at http://www.sec.gov/. The documents filed by Sterling may also be obtained free of charge from Sterling by requesting them in writing at Sterling Financial Corporation, 111 North Wall Street, Spokane, WA 99201, or by telephone at (509) 227-5389. In addition, investors and security holders may access copies of the documents filed with the Securities and Exchange Commission by Sterling on its website at http://www.sterlingfinancialcorporation-spokane.com/. The documents filed by FirstBank may also be obtained by requesting them in writing at FirstBank NW Corp., 1300 16th Avenue, Clarkston, WA 99403 or by telephone at (509) 295-5100. In addition, investors and security holders may access copies of the documents filed with the Securities and Exchange Commission by FirstBank on its website at http://www.fbnw.com/. FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about: (i) the benefits of the merger between Sterling and FirstBank, including future financial and operating results, cost savings enhancements to revenue and accretion to reported earnings that may be realized from the merger; (ii) Sterling's and FirstBank's plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the management of Sterling and FirstBank, and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward- looking statements because of numerous possible uncertainties. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Sterling and FirstBank may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) adverse governmental or regulatory policies may be enacted; (6) the interest rate environment may further compress margins and adversely affect net interest income; (7) results may be adversely affected by continued diversification of assets and adverse changes to credit quality; (8) competition from other financial services companies in Sterling's and FirstBank's markets could adversely affect operations; and (9) an economic slowdown could adversely affect credit quality and loan originations. Additional factors, that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Sterling's and FirstBank's reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available on the SEC's website at http://www.sec.gov/. The documents filed by Sterling, may also be obtained free of charge from Sterling by requesting them in writing at Sterling Financial Corporation, 111 North Wall Street, Spokane, WA 99201, or by telephone at (509) 227-5389. In addition, investors and security holders may access copies of the documents filed with the Securities and Exchange Commission by Sterling on its website at http://www.sterlingfinancialcorporation-spokane.com/. The documents filed by FirstBank may also be obtained by requesting them in writing at FirstBank NW Corp., 1300 16th Avenue, Clarkston, WA 99403 or by telephone at (509) 295-5100. In addition, investors and security holders may access copies of the documents filed with the Securities and Exchange Commission by FirstBank on its website at http://www.fbnw.com/. Sterling and FirstBank caution that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Sterling or FirstBank or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Sterling and FirstBank do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made. Sterling Contacts: Sterling Financial Corporation Harold B. Gilkey Chairman and Chief Executive Officer 509-354-8186 Daniel G. Byrne EVP, Chief Financial Officer 509-458-3711 Marie Hirsch AVP, Director of Investor Relations 509-354-8165 Media Contacts: Jennifer Lutz Public Relations Specialist 509-458-2711 Extension 6545 FirstBank Contacts: FirstBank NW Corp. Clyde E. Conklin President and Chief Executive Officer 509-295-5100 Larry K. Moxley EVP, Chief Financial Officer 509-295-5100 DATASOURCE: Sterling Financial Corporation CONTACT: Harold B. Gilkey, Chairman and Chief Executive Officer, +1-509-354-8186, or Daniel G. Byrne, EVP, Chief Financial Officer, +1-509-458-3711, or Marie Hirsch, AVP, Director of Investor Relations, +1-509-354-8165, or Jennifer Lutz, Public Relations Specialist, +1-509-458-2711 Extension 6545, all of Sterling Financial Corporation; or Clyde E. Conklin, President and Chief Executive Officer, +1-509-295-5100, or Larry K. Moxley, EVP, Chief Financial Officer, +1-509-295-5100, all of FirstBank NW Corp. Web site: http://www.sterlingsavingsbank.com/ http://www.fbnw.com/

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