Mergers & Acquisitions

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Deal Overview

Buyer:
Banner Corporation
Actual Acquirer:
Banner Bank
Target:
NCW Community Bank
Deal Type:
Bank & Thrift Company
Agreement Date:
6/27/2007
Announcement Date:
6/27/2007
Announced Deal Value ($ M):
18.34
Status:
Completed
Completion Date:
10/10/2007
Announced Deal Value Per Share ($ )
NA

Consideration Breakout
Cash ($M) 6.5
Common Stock ($M) 12.0
Common Stock Issued 339,860

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 206.5 201.7
Price / Tangible Book (%) 206.5 201.7
Price / Earnings (x) 19.8 19.0
Price / Deposits (%) 23.54 20.32
Price / Assets (%) 20.44 18.39
Tangible Book Premium/ Deposits (%) 20.22 16.43
Deal Terms
Description of Consideration

Banner Corp. paid $6.5 million in cash and issued 340,000 common shares to acquire NCW Community Bank. Aggregate consideration was subject to adjustment based on Banner's closing price.

Accounting Method Purchase
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 8,104
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 750
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) NA
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) 1,245
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 Breyer & Associates PC
Seller Yes Jeffers Danielson Sonn Aylward