Willamette Community Bank to Merge With People’s Bank of Commerce

People’s Bank of Commerce (OTCBB: PBCO) (“PBCO” or the “Company”), and Willamette Community Bank (OTCBB: WMCB), headquartered in Albany, Oregon, announced the signing of a definitive agreement whereby Willamette Community Bank will merge with and into People’s Bank of Commerce. As of September 30, 2020, on a pro forma basis, the combined company would have approximately $710 million in total assets and would operate nine branches in Southern Oregon and Willamette Valley markets.

“We are excited about this opportunity to bring together two banking franchises with similar philosophies to create a larger, stronger community bank in the state of Oregon,” said Ken Trautman, CEO of People’s Bank of Commerce. Trautman continued, “This is a logical combination to expand into the Willamette Valley which provides further growth opportunities and increases geographic diversification. The combined bank will have greater resources to invest in technology and be better positioned to provide customers with superior service, improve operational efficiencies and create strong returns for our shareholders and our communities.”

Kerry Johnson, Chairman of Willamette Community Bank said, “On behalf of the Willamette Community Bank board of directors, I want to express our enthusiasm for this merger and our appreciation for our dedicated employees, faithful customers and supportive shareholders. People’s Bank of Commerce is the perfect fit for us and I am excited about what we will achieve together.”

Joan Reukauf, President and Chief Executive Officer of Willamette Community Bank added, “The Willamette Community Bank team looks forward to joining People’s Bank of Commerce to create a larger combined bank which will be better positioned to meet the needs of our customers and communities and provide greater opportunities for our employees. We also believe this combination provides appealing operational scale and improved trading liquidity for our stockholders.”

The Boards of People’s Bank of Commerce and Willamette Community Bank unanimously approved the transaction, which is subject to, among other conditions, approval by the shareholders of People’s Bank of Commerce and Willamette Community Bank, regulatory approval and other customary closing conditions. The transaction is expected to close in the first quarter of 2021.

The aggregate merger consideration consists of approximately 1.2 million shares of People’s Bank of Commerce and $1.5 million in cash. Based on the closing stock price of $10.85 on November 4, 2020 for People’s Bank of Commerce, the aggregate value of the merger consideration was approximately $14.9 million, or $8.02 per share. The value of the merger consideration will change based on the stock price of People’s Bank of Commerce. On a per share basis, the value of the merger consideration can be calculated based on an exchange ratio of 0.6665 shares of People’s Bank of Commerce, plus cash of $0.785 in exchange for each share of Willamette Community Bank. Subject to aggregate consideration limitations and potential pro-rata adjustment, Willamette Community Bank shareholders will be offered the choice of receiving: i) 100% stock consideration, ii) 100% cash consideration or iii) the per share mix described above. On a pro forma basis upon closing, the Willamette Community Bank shareholders will own approximately 26% of outstanding People’s Bank of Commerce shares.