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EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
PARTIES: COLUMBIA RIVER BANKING COMPANY ("CRBC")
KLICKITAT VALLEY BANK ("KVB")
DATE: DECEMBER 10, 1996
RECITALS
A. CRBC is a banking corporation organized and existing under the
laws of the state of Oregon with its principal office at 000 Xxxx Xxxxx Xxxxxx,
Xxx Xxxxxx, Xxxxxx and with branches in The Dalles, Hood River, Maupin,
Redmond, Madras and Bend, Oregon. CRBC does business under the assumed
business name "Columbia River Bank" in The Dalles, Hood River, Oregon and under
the assumed business name "Juniper Banking Company" in Redmond, Madras and
Bend, Oregon.
B. KVB is a banking corporation organized and existing under the
laws of the state of Washington with its principal office at 000 Xxxx Xxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx and with a branch in White Salmon, Washington.
C. Both CRBC and KVB are wholly-owned subsidiaries of Columbia
Bancorp ("Bancorp"), an Oregon corporation and bank holding company.
D. The Board of Directors of CRBC and KVB have concluded that the
merger of CRBC and KVB is in the best interests of these companies.
NOW, THEREFORE, THE PARTIES AGREE:
1. THE MERGER.
1.1 Merger of CRBC and KVB. Subject to the terms and conditions of
the Agreement and of applicable law, on the Effective Date as defined herein,
KVB shall merge with and into CRBC (the "Merger"). Following the Merger, the
separate existence of KVB shall cease and CRBC shall survive and be the
"resulting Bank" as defined in ORS 711.005(5).
1.2 Effective Date. The Merger shall become effective (the
"Effective Date") on the date specified in the Certificate of Merger issued by
the Director of the Department of Consumer and Business Services, Division of
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Finance and Corporate Securities, State of Oregon (the "Director") pursuant to
ORS 711.030.
1.3 Effects of the Merger. On the Effective Date, CRBC shall become
the only subsidiary of Bancorp, and Bancorp shall become the owner of 100% of
the issued and outstanding common stock of one banking corporation, CRBC. KVB
shall cease to exist as a separate corporate entity. The Merger shall not
implement any changes in the places of business or personnel of CRBC or KVB
other than as expressly provided in the Agreement.
1.4 Bank Charter, Articles and Bylaws of CRBC. The Charter of CRBC
in effect prior to the Effective Date shall be the Charter of CRBC on the
Effective Date. The Articles of Incorporation and Bylaws of CRBC in effect
prior to the Effective Date shall be the Articles of Incorporation and Bylaws
of CRBC on the Effective Date.
1.5 Directors and Officers of CRBC. The merger shall have no effect
on the identity or terms of service of the directors and officers of CRBC
serving as of the date of the Agreement. All such directors and officers
serving immediately prior to the Effective Date shall be the directors and
officers of CRBC on the Effective Date, all of whom shall continue in office
until their respective successors are duly qualified and elected as provided in
the Articles of Incorporation and Bylaws of CRBC. In addition, on or before the
Effective Date no more than four (4) present members of the KVB Board of
Directors who are not also presently members of the CRBC Board of Directors
shall join the CRBC Board of Directors.
1.6 Executive Officers of KVB. All executive officers of KVB who
are in office immediately prior to the Effective Date shall, on the Effective
Date, become executive officers of CRBC.
1.7 Retention and Use of KVB Name. CRBC shall apply for the right
to do business in the State of Washington at one or more locations, including
the existing branches of KVB, under the assumed business name "Klickitat Valley
Bank." After the Effective Date, the White Salmon and Goldendale branches of
CRBC shall do business under the "Klickitat Valley Bank" assumed business name.
1.8 Conversion of Pre-merger KVB Shares. Each share of common stock
of KVB which is issued and outstanding prior to the Effective Date shall, on
the Effective Date, by virtue of the Merger and without any action on the part
of the holder thereof, cease to exist and shall be canceled and converted into
the right to receive one share of common stock of CRBC.
1.9 Exchange of Pre-Merger KVB Shares for CRBC Shares. On the
Effective Date, Bancorp as the sole stockholder of CRBC shall receive one
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(1) share of CRBC common stock in exchange for every one (1) share of KVB
common stock owned by Bancorp. On or promptly after the Effective Date, CRBC
shall issue sufficient shares to effect the exchange of shares, and Bancorp
shall surrender for cancellation all certificates representing shares of KVB.
1.10 Dissenters. Any stockholders of CRBC who have exercised and
perfected their rights as dissenters pursuant to ORS 711.042 and 711.045 shall
be entitled to receive, in exchange for their shares, the amounts determined in
accordance with ORS 711.045(21)-(6).
1.11 Post-Merger Transfers. After the Effective Date, there shall be
no transfers on the stock transfer books of KVB of the shares which were
outstanding immediately prior to the Effective Date.
2. CLOSING.
2.1 Closing Date. Subject to the satisfaction or waiver of all
conditions set forth in Section 5, the closing of the Merger (the "Closing")
shall occur on a date not later than thirty (30) business days after the Merger
has been approved by all applicable regulatory authorities and all required
waiting periods have elapsed.
2.2 Actions to Take Place at Closing. At the Closing, CRBC and KVB
shall execute and deliver the closing certificates of executive officers and
other documents required of each of them under the Agreement.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS.
3.1 Limitation of Representations and Warranties. The parties
acknowledge and agree that the Merger does not constitute a negotiated,
arms-length transaction between two independent entities, but rather is a
merger of the two wholly-owned subsidiaries of Bancorp. For this reason,
warranties and representations that would otherwise be appropriate or necessary
between independent entities are neither appropriate nor necessary in this
instance. Notwithstanding the foregoing, CRBC and KVB warrant and represent
that neither of them will, at any time prior to the Effective Date.
3.1.1 Fall to perform or do any act or thing necessary to
effect the Merger.
3.1.2 Fail to comply with any applicable law or regulation
pertaining to or necessary to effect the Merger; or
3.1.3 Issue any shares of stock.
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3.2 ORGANIZATION. Each party is duly organized, validly existing
and in good standing under the laws of the state of their incorporation, and
has all requisite corporate power and authority to own and operate its
properties and assets, to lease the leased properties used in its business, and
to carry on its business as now conducted. Each owns or possesses all
franchises, licenses, permits, branch certificates, consents, approvals,
waivers and other authorizations, governmental or otherwise, which are
necessary for it to conduct its business as now conducted, none of which will
lapse or be adversely affected by reason of the consummation of the
transactions contemplated by the Agreement. Each is duly qualified and licensed
to do business and is in good standing in every jurisdiction in which such
qualification or license is required or with respect to which the failure to be
so qualified or licensed could result in liability or adversely affect the
business or operations of either party in any material respect.
3.3 EXECUTION AND PERFORMANCE OF AGREEMENT. Each party has all
requisite corporate power and authority to execute and deliver the Agreement
and to consummate the transactions contemplated by the Agreement. The
execution and delivery of the Agreement, compliance with its terms and the
consummation of the transactions contemplated by the Agreement have been duly
and validly authorized by each Board of Directors, and no other corporate
proceedings are necessary to authorize the Agreement or to consummate the
transactions contemplated other than stockholder approval of the Merger.
3.4 BINDING OBLIGATION. This Agreement has been duly and validly
executed and delivered by the parties and constitutes the valid, legal and
binding agreement of each, enforceable against each of them in accordance with
its terms.
3.5 NO VIOLATIONS. Neither the execution and delivery of the
Agreement nor the consummation of the transactions contemplated hereby, nor
compliance by the parties with any of the provisions hereof will (i) conflict
with or result in any breach of any provision of their respective Articles of
Incorporation or Bylaws, (ii) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation or acceleration) under any
of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, lease, agreement or other instrument or obligation of
either party or by which either party or any of their properties or assets may
be bound, or (iii) violate any order, writ, injunction, decree, statute, rule
or regulation applicable to either party, or any of their properties or assets.
3.6 REGULATORY APPLICATIONS AND APPROVALS. CRBC and KVB shall, as
soon as reasonably practicable after the date of the Agreement, prepare and
file with the Federal Deposit Insurance Corporation (the "FDIC"), the Federal
Reserve Board (the "FRB"), the Director and any other governmental
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agency that may have or assert jurisdiction over the transaction or the actions
contemplated herein, appropriate applications for approval to effect the Merger,
and such other documents, instruments, and notices as may be necessary or
desirable to assist in securing the approval of the applicable governmental
agencies.
3.7 Capital Structure of CRBC. The authorized capital stock of CRBC
consists of 1,500,000 shares of common stock (the "CRBC shares"), par value of
$2.22 per share, of which 1,310,233 shares were issued and outstanding as of
December 1, 1996. Bancorp owns 100% of the CRBC Shares. All issued and
outstanding Shares have been duly authorized and validly issued in compliance
with applicable law including, without limitation, federal and state securities
laws. All issued and outstanding shares are fully paid and nonassessable.
None of the CRBC Shares have been issued in violation of the preemptive rights
of any stockholder.
3.8 Capital Structure of KVB. The authorized capital stock of KVB
consists of 109,546 shares of common stock (the "KVB shares"), par value of
$10.00 per share, of which 109,546 shares were issued and outstanding as of
December 1, 1996. Bancorp owns 100% of the KVB Shares. All issued and
outstanding Shares have been duly authorized and validly issued in compliance
with applicable law including, without limitation, federal and state securities
laws. All issued and outstanding shares are fully paid and nonassessable.
None of the KVB Shares have been issued in violation of the preemptive rights
of any stockholder.
3.9 Further Assurances. Each party shall use its best efforts to
promptly do or cause to be done all things necessary, proper or advisable under
applicable laws and regulations to consummate the transactions contemplated by
the Agreement.
4. EMPLOYEES.
4.1 Employees. The employees of KVB who are employed immediately
prior to the Effective Date shall become employees of CRBC on the Effective
Date, all of whom shall continue such employment on the same terms and
conditions as existed prior to the Effective Date. The Merger shall effect no
modifications to the terms of any employment agreements to which KVB is a party
existing prior to the Effective Date.
4.2 Employee Benefit Plans. The Merger shall effect no
modifications to the terms of any employee benefit, profit-sharing or
retirement plans of CRBC or KVB existing prior to the Effective Date.
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5. CONDITIONS PRECEDENT.
5.1 Conditions Precedent to Parties' Obligations. The obligation
of the parties to effect the Merger contemplated by the Agreement shall be
subject to the satisfaction or waiver of each of the following conditions on or
before the Effective Date:
5.1.1 Bancorp Approval. The Agreement and the Merger shall
have been duly and validly authorized, approved and adopted by Bancorp as the
sole shareholder of CRBC and KVB in accordance with ORS 711.025.
5.1.2 Regulatory Approvals and Consents. Orders, consents,
and approvals, in form and substance satisfactory to the parties, shall have
been entered by the FRB, the FDIC, the Director, and such other regulatory
authorities having jurisdiction over the parties and the transactions
contemplated hereby, granting the authority necessary for consummation of the
transaction contemplated by the Agreement; all other requirements prescribed by
law or by the rules and regulations of any other regulatory authority having
jurisdiction over such transactions shall have been satisfied; and the parties
shall have received evidence satisfactory to them of the satisfaction of the
foregoing conditions. No order or approval shall contain any term, provision,
or condition that either party deems materially burdensome.
5.1.3 No Litigation. The absence of any material suit, action
or proceeding (made or threatened) against CRBC or KVB or any of their
directors or officers seeking to challenge, restrain, enjoin or otherwise
affect the Agreement or the transactions contemplated by the Agreement, seeking
to restrict the rights of the parties or the operation of the business of CRBC
or KVB after the consummation of the Agreement; or seeking to subject the
parties hereto or any of their officers or directors to any liability, fine,
forfeiture or penalty on the grounds that the parties hereto or their directors
or officers have violated or will violate their fiduciary duties or will
violate any applicable laws or regulations in connection with the transactions
contemplated by the Agreement.
5.1.4 KVB Name. CRBC shall have obtained approval to do
business in the State of Washington through one or more locations under the
assumed business name "Klickitat Valley Bank."
6. TERMINATION AND AMENDMENT.
6.1 Termination. Prior to the Effective Date, the Agreement may be
terminated and the Merger abandoned at any time notwithstanding approval by the
Bancorp or by any applicable regulatory authority:
6.1.1 Through written consent of the Board of Directors of
CRBC and KVB;
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6.1.2 By the parties if the Effective Date shall not have
occurred on or before June 30, 1997, unless the Boards of Directors of CRBC and
KVB have agreed to extend the time in which the Merger may be consummated;
6.1.3 By the parties if any court of competent jurisdiction or
any governmental agency has issued an order, decree, or ruling or taken any
other action restraining, enjoining, or otherwise prohibiting the Merger and
such order, decree, ruling, or other action shall have become final and
nonappealable;
6.1.4 By the parties if the conditions set forth in Section 5
have not been complied with or performed in any material respect and such
noncompliance or nonperformance has not been cured or eliminated (or by its
nature cannot be cured or eliminated) by CRBC or KVB on or before the Effective
Date;
6.1.5 Upon the final disapproval by any of the FRB, the FDIC,
the Director or any other regulatory authority whose approval is required, in
whole or in part, of the transactions contemplated by the Agreement.
6.2 Amendment. The Agreement may not be amended except by a
subsequent written agreement signed by all parties hereto.
7. MISCELLANEOUS.
7.1 Governing Law. Each and every portion of the Agreement is
contractual and not a mere recital, and all recitals shall be deemed
incorporated into the Agreement. The Agreement shall be governed by and
interpreted according to Oregon law and any applicable federal law.
7.2 Integration. The Agreement contains the entire understanding
and agreement of the parties with respect to the parties' relationship, and all
prior negotiations, discussions or understandings, oral or written, are hereby
integrated herein. No prior negotiations, discussions or agreements not
contained herein or in such documents shall be binding or enforceable against
the parties.
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7.3 Counterparts. The Agreement may be signed in several
counterparts. The signature of one party on any counterpart shall bind such
party just as if all parties had signed that counterpart. Each counterpart
shall be considered an original. All counterparts of the Agreement shall
together constitute one original document.
COLUMBIA RIVER BANKING COMPANY KLICKITAT VALLEY BANK
[SIGNATURE] [SIGNATURE]
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Board Chairman Board Chairman
[SIGNATURE] [SIGNATURE]
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Chief Executive Officer Chief Executive Officer
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