Columbia Banking System and Umpqua Holdings Corporation Announce Receipt of Shareholder Approvals to Combine

TACOMA, wash and PORTLAND, Oregon., January 26, 2022 /PRNewswire/ — Columbia Banking System, Inc. (“Colombia“) (NASDAQ: COLB), the parent company of Columbia State Bank, and Umpqua Holdings Corporation (“Umpqua“) (NASDAQ: UMPQ), the parent company of Umpqua Bank, jointly announced that it has received all required shareholder approvals regarding the proposed combination between Colombia and Umpqua. The final results of the proposals voted on at each company’s special shareholder meetings held today will be set forth in the companies’ separate Forms 8-K to be filed with the United States Securities and Exchange Commissions (the “SEC”). after certification by the election inspector of each company.

Columbia banking system logo. (PRNewsFoto/Columbia Banking System, Inc.)

“Receiving shareholder approval marks an important milestone in our integration timeline,” said Clint Stein, President and CEO of Colombia. “The support for the transaction by each company’s respective shareholders is evidenced by an overwhelming number of voted shares voting in favor of the proposals required to effect the combination, which we believe will create significant shareholder value as it expands opportunities for our customers, employees, and communities.”

“Today’s vote brings us one step closer to creating the first regional bank headquartered in the West,” said Cort O’Haver, President and CEO of Umpqua. “We look forward to providing further updates to our stakeholders as we continue to meticulously plan the merger of our two like-minded organizations.”

Completion of the transaction is subject to remaining regulatory approvals and satisfaction of other customary closing conditions set forth in the merger agreement. Colombia and Umpqua anticipate a transaction close in mid-2022, subject to these requirements.

On Colombia

Based at Tacoma, WA, Columbia Banking System, Inc. (NASDAQ: COLB) is the holding company of Columbia Bank, a washington state-licensed full-service commercial bank with locations throughout Washington, Oregon, Idaho and Northern California. The bank was named one of the “from washington Best Workplaces”, more than 10 times. Colombia was named Northwest’s No. 1 bank on Forbes’ 2021 list of “America’s Top Banks,” marking nearly 10 consecutive years on the publication’s Top Financial Institutions list.

More information on Colombia can be found on its website at www.columbiabank.com.

On Umpqua

Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of Umpqua Bank, a Oregon-recognized for its entrepreneurial approach, innovative customer experience and distinctive banking solutions. Umpqua Bank has offices across Oregon, Washington, California, Idaho and Nevada. Umpqua Holdings Corporation is headquartered in Portland, OR. For more information, visit umpquabank.com.

Forward-looking statements

This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections and statements regarding the benefits of the proposed transaction, the plans, goals, expectations and intentions of Umpqua and Colombia, the expected time of completion of the transaction and other statements that are not historical facts. These statements are subject to numerous assumptions, risks and uncertainties. All statements other than statements of historical fact, including statements of beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as “expect”, “anticipate”, “believe”, “intend”, “estimate”, “plan”, “target”, “objective” or similar expressions, or future or conditional verbs such as “will”, “may”, “could”, “should”, “would”, “might” or similar variations. Forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.

Although there is no guarantee that the list of risks and uncertainties or risk factors is complete, listed below are certain factors that could cause actual results to differ materially from those contained or implied. referred to in forward-looking statements: changes in economic, political or industry conditions; the magnitude and duration of the COVID-19 pandemic and its impact on global economic and financial market conditions and Umpqua’s and Columbia the respective businesses, results of operations and financial condition; the uncertainty of U.S. fiscal and monetary policy, including the Federal Reserve Board’s interest rate policies or the effects of any decline in housing and commercial real estate prices, high unemployment rates or increasing, or any slowdown in economic growth, particularly in western United States; volatility and disruptions in global capital and credit markets; interest rate movements; LIBOR reform; competitive pressures, including on product prices and services; the success, impact and timing of Umpqua’s and Columbia respective business strategies, including market acceptance of any new product or service and Umpqua and Columbia ability to successfully implement efficiency and operational excellence initiatives; the nature, extent, timing and results of governmental actions, reviews, reviews, reforms, regulations and interpretations; changes in laws or regulations; the occurrence of any event, change or other circumstance likely to entitle one or both parties to terminate the merger agreement to which Umpqua and Colombia are parties; the outcome of any legal action brought or likely to be brought against Umpqua Where Colombia; delays in completing the transaction; failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); failure to meet any of the other terms of the transaction on a timely basis or at all; changes in Umpqua’s Where Columbia share price prior to closing, including due to the financial performance of the other party prior to closing, or more generally due to broader stock market movements, and the performance of financial companies and group companies of peers; the possibility that the expected benefits of the transaction may not be realized when expected or at all, including due to the impact or issues arising from the integration of the two companies or due to the strength of the economic and competitive factors in areas where Umpqua and Colombia to do business; certain restrictions during the term of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more costly to complete than expected, including due to unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes in business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction and the integration of Umpqua and Colombia with success; the dilution caused by Columbia issuance of additional shares of its share capital as part of the transaction; and other factors that could affect the future results of Umpqua and Colombia. Other factors which could cause the results to differ materially from those described above can be found in Umpqua’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and its quarterly reports on Form 10-Q for the three-month periods ended March 31, 2021, June 30, 2021 and September 30, 2021, which are filed with the SEC and available at Umpqua’s Investor Relations website, www.umpquabank.com, under “Financials” and in other documents Umpqua filings with the SEC, and in Columbia Registration statement on Form S-4, its annual report on Form 10-K for the fiscal year ended December 31, 2020 and its quarterly reports on Form 10-Q for the three-month periods ended March 31, 2021, June 30, 2021 and September 30, 2021, which are filed with the SEC and available at Columbia website, www.columbiabank.com, under “Financial Information” and in other documents Colombia filings with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. No more Umpqua or Colombia assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unforeseen events, except as required by federal securities laws require it. Because forward-looking statements involve significant risks and uncertainties, caution should be exercised not to place undue reliance on such statements.

Columbia Investor Contact:
Amy Betts | (253) 471-4065 | [email protected]

Contact with Umpqua investors:
Jacquelynne “Jacque” Bohlen | (503) 727-4117 | [email protected]

Umpqua Holdings company logo

Umpqua Holdings company logo

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SOURCEColumbia Banking System, Inc.

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