お知らせ • Jul 23
Northrim BanCorp, Inc. (NasdaqGS:NRIM) signed an agreement and plan of merger to acquire PBCO Financial Corporation (OTCPK:PBCO) for approximately $170 million.
Northrim BanCorp, Inc. (NasdaqGS:NRIM) signed an agreement and plan of merger to acquire PBCO Financial Corporation (OTCPK:PBCO) for approximately $170 million on July 22, 2026. The aggregate consideration is valued at approximately $167.3 million, or $32.36 per share of PBCO common stock. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, $5.00 par value, of PBCO (“PBCO Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by any holder of PBCO Common Stock who properly exercises dissenters’ rights under the Oregon Business Corporation Act, will be converted into the right to receive 1.160 shares (the “Exchange Ratio”) of common stock, par value $0.25 per share, of Northrim (“Northrim Common Stock”), subject to adjustment in certain circumstances set forth in the Merger Agreement. If PBCO’s Adjusted Tangible Common Equity (as defined in the Merger Agreement), as calculated 10 business days after the end of the month preceding the anticipated closing date is less than $102,542,499, the Exchange Ratio shall be adjusted downward in accordance with the terms of the Merger Agreement. The ransaction is 100% stock consideration for PBCO common shareholders (~5.96 million shares of NRIM stock). The eleven branches in the Southern Oregon and Willamette Valley markets will operate under the Northrim name and will continue to be managed by the strong local team of People’s Bank employees. Immediately following the Merger, the Surviving Corporation will be merged with and into Northrim (the “Second Step Merger”), with Northrim as the surviving entity in the Second Step Merger, and immediately following the Second Step Merger, People’s Bank of Commerce, an Oregon state charted bank and a wholly owned subsidiary of PBCO, will merge with and into Northrim Bank, an Alaska state chartered bank and a wholly owned subsidiary of Northrim, with Northrim Bank continuing as the surviving bank. The proforma ownership includes 78.9% for NRIM and 21.1% to OBCO.
Upon completion of the merger, one director from PBCO will join the Board of Directors of the Company and of Northrim Bank. Julia Beattie, President and Chief Executive Officer of People’s Bank, will continue with Northrim in a leadership position as Oregon Market President. The Merger Agreement provides certain termination rights for both Northrim and PBCO and further provides that a termination fee of $6,692,331 would be payable by PBCO to Northrim upon termination of the Merger Agreement under certain circumstances
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board and approval of offer by target shareholders. The transaction is subject to receipt of all required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Alaska Department of Commerce, Community, and Economic Development, Division of Banking and Securities, and the Oregon Department of Consumer and Business Services, Division of Financial Regulation, and no required regulatory approval may contain or may have resulted in, or would reasonably be expected to result in, the imposition of a Materially Burdensome Regulatory Condition as well as conditions relating to the listing of the shares of Northrim Common Stock to be issued in the Merger on the Nasdaq Global Select Market and the effectiveness of a registration statement on Form S-4 to be filed with the Securities and Exchange Commission (“SEC”) covering such shares, the absence of certain legal proceedings challenging. The Boards of Directors for PBCO and Northrim both unanimously approved the Agreement and Plan of Merger. The transaction is expected to occur in the fourth quarter of 2026 or early in the first quarter of 2027. The transaction is expected EPS accretion in 2028 of $0.10 or 3.5%.
Hovde Group, LLC acted as financial advisor and fairness opinion provider for Northrim BanCorp, Inc. Ryan J. York of Accretive Legal, PLLC acted as legal advisor for Northrim BanCorp, Inc. D.A. Davidson & Co. acted as financial advisor and fairness opinion provider for PBCO Financial Corporation. Peter G. Weinstock and Beth A. Whitaker of Hunton Andrews Kurth LLP acted as legal advisor for PBCO Financial Corporation.