FirstBank NW Corp. and Oregon Trail Financial Corp. Announce Final Results of Election Period
October 28 2003 - 5:53PM
PR Newswire (US)
FirstBank NW Corp. and Oregon Trail Financial Corp. Announce Final
Results of Election Period CLARKSTON, Wash. and BAKER CITY, Ore.,
Oct. 28 /PRNewswire-FirstCall/ -- FirstBank NW Corp. ("FirstBank")
and Oregon Trail Financial Corp. ("Oregon Trail") . announced today
the final results of the cash/stock election in connection with the
pending merger of the two companies. Under the terms of the Merger
Agreement between FirstBank and Oregon Trail dated February 24,
2003, the merger consideration consists of approximately 1,480,064
shares of FirstBank common stock and approximately $36.5 million
based upon the 3,108,657 shares of Oregon Trail common stock
outstanding as of the completion of the merger. Pursuant to the
Merger Agreement, Oregon Trail shareholders were given the
opportunity to elect to receive either cash or stock of FirstBank
in exchange for the Oregon Trail shares they owned. As previously
announced, the results of the election process indicated that more
Oregon Trail shareholders elected to receive stock of FirstBank
than was available. Therefore, pursuant to the allocation
procedures set forth in the Merger Agreement, Oregon Trail
shareholders who elected to receive stock of FirstBank will also
receive cash as consideration for the Oregon Trail shares they own.
Specifically, each Oregon Trail shareholder who submitted a valid
election for stock consideration will receive .482412230% stock
(multiplied by the exchange ratio of 1.021 less any fractional
share interest of FirstBank common stock paid at a rate of $28.16
per share) and 51.75878% cash paid at a rate of $22.00 per share
for each share of Oregon Trail common stock they own. The remaining
shares of Oregon Trail common stock for which valid elections were
not submitted will be treated as cash elections. Oregon Trail
shareholders who did not make a valid election will soon receive
instructions on the cash exchange for their Oregon Trail shares.
The parties currently anticipate that the merger will be completed
after the close of business on October 31, 2003. Statements
contained in this news release which are not historical facts are
forward looking statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward looking
statements are subject to risks and uncertainties which could cause
actual results to differ materially from those currently
anticipated due to a number of factors, which include, but are not
limited to, factors discussed in documents filed by FirstBank with
the Securities and Exchange Commission. DATASOURCE: FirstBank NW
Corp. CONTACT: Clyde E. Conklin, President and Chief Executive
Officer of FirstBank NW Corp., +1-509-295-5100 Web site:
http://www.fbnw.com/
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