Columbia Banking System, Inc. (NasdaqGS:COLB) signed a definitive agreement to acquire Bank of Commerce Holdings (NasdaqGM:BOCH) for approximately $270 million on June 23, 2021. Under the terms of the acquisition, BOCH shareholders are entitled to receive 0.40 of a share of Columbia common stock for each share of Bank of Commerce's stock subject to certain potential adjustments. At closing, BOCH shareholders will own approximately 9% of the combined company. The combined company will have over 150 branches with $19 billion in assets throughout Washington, Oregon, Idaho and California. The agreement provides that, upon the terms and subject to the conditions set forth therein, BOCH will merge with and into Columbia Banking System, with Columbia Banking System continuing as the surviving corporation. Promptly following the merger, Merchants Bank of Commerce, a wholly-owned subsidiary of Bank of Commerce, will merge with and into Columbia State Bank, a wholly-owned subsidiary of Columbia Banking System, with Columbia Bank as the surviving bank. All locations will continue operations under the Merchants Bank of Commerce brand as a division of Columbia Bank following the close of the merger. The agreement can be terminated under certain circumstances. If the agreement is terminated by Bank of Commerce Holdings, it will pay a termination fee of $12 million.

Bank of Commerce, Chief Executive Officer, Randy Eslick will continue leadership of the division in the role of President. Merchants Bank of Commerce employees will be part of Columbia Bank family. The transaction is subject to approval from Bank of Commerce shareholders, the receipt of other customary regulatory approvals, S-4 shall have become effective and other customary closing conditions. As of June 23, 2021, the transaction was unanimously approved by the Board of Directors of both Columbia Banking System and BOCH. BOCH Board of Directors unanimously recommends that the BOCH shareholders vote for the merger. The registration statement, as amended, was declared effective by the SEC on August 17, 2021. BOCH shareholders will hold the special meeting of shareholders on September 21, 2021. On September 21, 2021, BOCH shareholders approved the proposed merger at their special meeting, and all required regulatory approvals for the merger were also received. The transaction is expected to close in the fourth quarter of 2021. As on September 21, 2021, The transaction is expected to be completed on or about October 1, 2021. This transaction is expected to be accretive to Columbia's earnings with 3% accretion to earnings per share in 2022 and 4% accretion in 2023, and 0.3% accretion to tangible book value per share. Columbia was advised in this transaction by Keefe, Bruyette & Woods, A Stifel Company as financial advisor and Patrick S. Brown, Heather L. Coleman, Ronald E. Creamer Jr. and Mark J. Menting of Sullivan & Cromwell LLP as legal counsel. Raymond James & Associates, Inc. acted as the financial advisor and fairness opinion provider to Bank of Commerce Holdings and Stephen M. Klein of Miller Nash LLP as legal counsel to Bank of Commerce Holdings. Jeff Wishner, Ashwin Kakani and Stephen Gunlock of Stifel Financial Corp. (NYSE:SF) acted as financial advisor to Columbia Banking System, Inc. For services rendered in connection with the delivery of the Raymond James opinion, BOCH paid Raymond James a fee in the amount of $350,000 upon delivery of the Raymond James opinion. BOCH has also agreed to pay Raymond James a cash fee for advisory services in connection with the mergers equal to 1.35% of the aggregate merger consideration, payment of which is contingent upon the closing of the mergers.

Columbia Banking System, Inc. (NasdaqGS:COLB) completed the acquisition of Bank of Commerce Holdings (NasdaqGM:BOCH) on September 30, 2021. Following completion of the acquisition, Merchants Bank of Commerce was merged with and into Columbia's wholly owned subsidiary, Columbia State Bank. As of October 1, 2021, Merchants Bank of Commerce changed to the new name Sacramento Branch.