Mergers & Acquisitions

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Deal Overview

Buyer:
Banner Corporation
Actual Acquirer:
Banner Bank
Target:
F&M Bank
Deal Type:
Bank & Thrift Company
Agreement Date:
12/11/2006
Announcement Date:
12/11/2006
Announced Deal Value ($ M):
98.06
Status:
Completed
Completion Date:
5/1/2007
Announced Deal Value Per Share ($ )
47.37

Consideration Breakout
Cash ($M) 19.2
Common Stock ($M) 65.6
Common Stock Issued 1,773,402

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 254.4 228.1
Price / Tangible Book (%) 254.4 228.1
Price / Earnings (x) 26.7 26.6
Price / Deposits (%) 28.94 24.94
Price / Assets (%) 24.21 20.46
Tangible Book Premium/ Deposits (%) 21.99 17.42
Deal Terms
Description of Consideration

Banner paid $9.30 per share in cash and issued 0.85 share of its common stock for each outstanding share of F&M. A special dividend of approximately $0.2917 per share was also paid to F&M shareholders.

Accounting Method Purchase
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 55,712
Estimated Cost Savings (%) 22.00
Estimated Cost Savings ($ 000) 3,197
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 3,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.850000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 10,867
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Sandler O'Neill & Partners LP
Seller Yes McAdams Wright Ragen Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Wachtell Lipton Rosen & Katz
Seller Yes Foster Pepper PLLC