PHOENIX & SAN JOSE, Calif.--(BUSINESS WIRE)--
Western Alliance Bancorporation (NYSE: WAL) and Bridge Capital Holdings
(NASDAQ: BBNK) announced today that they have signed a definitive
agreement pursuant to which Western Alliance Bancorporation will acquire
Bridge Capital Holdings. Immediately following the completion of the
acquisition, Bridge Capital’s principal operating subsidiary, Bridge
Bank, will merge with and into Western Alliance Bank, a wholly owned
subsidiary of Western Alliance Bancorporation. Following the bank
merger, Western Alliance plans to operate its Northern California
offices and the existing Bridge Bank offices as a combined division
under the Bridge Bank trade name.
The Agreement provides that each shareholder of Bridge Capital Holdings
will receive 0.8145 of a share of Western Alliance Bancorporation and
$2.39 in cash for each share of Bridge common stock owned. In aggregate,
the transaction is valued at approximately $425 million, including
certain unvested restricted stock awards and stock options previously
issued by Bridge Capital that will be converted to Western Alliance
equity awards under the terms of the Agreement.
Robert Sarver, Chairman and Chief Executive Officer of Western Alliance
Bancorporation, commented, “We’re delighted to be combining our
resources with Bridge Capital. Dan Myers and his team have built a fast
growing, well-managed organization that substantially strengthens our
Northern California presence, while providing new avenues for growth in
technology and international services. Bridge Bank’s exceptional funding
profile and low cost of deposits provide the rare opportunity to improve
our liquidity and margins simultaneously.”
Sarver continued, “We believe this combination will create significant
value for Western Alliance shareholders, both immediately and longer
term, and are very excited to add Bridge’s innovative products and model
to our platform.”
Daniel P. Myers, President and Chief Executive Officer of Bridge Capital
Holdings, said, “We’re very excited at the growth opportunity this
partnership with Western Alliance Bank represents for Bridge Bank. Our
momentum is strong coming into this merger, and the additional resources
it brings will allow us to better support our growing roster of business
clients, and accelerate our expansion in all of our business lines and
markets we serve.”
This transaction has been approved by the board of directors of each
company and is subject to customary closing conditions, including
approval by the shareholders of Bridge Capital Holdings and banking
regulatory authorities. It is expected to be completed in the fourth
quarter of 2015.
Sandler O’Neill + Partners, L.P. acted as financial advisor to Bridge in
this transaction.
Investor Presentation and Media Inquiries
Investors and media representatives are encouraged to visit the investor
relations section of either company’s website (www.westernalliancebancorp.com,
www.bridgecapitalholdings.com)
to view a presentation regarding this transaction.
About Western Alliance Bancorporation
Western Alliance Bancorporation is a leading bank holding company
providing comprehensive business banking and related financial services
through its wholly owned banking subsidiary, Western Alliance Bank. With
local teams of experienced bankers, Western Alliance Bank provides a
superior level of capabilities, products and services, to assist the
growth of local businesses and the quality of life in the markets it
serves. In addition to a centrally managed platform of specialized
financial service units, Western Alliance Bank operates full service
banking divisions in its local markets as Alliance Bank of Arizona, Bank
of Nevada, First Independent Bank and Torrey Pines Bank. Western
Alliance Bancorporation is publicly traded on the New York Stock
Exchange. Additional investor information can be accessed on the
Investor Relations page of the Company's website, www.westernalliancebancorp.com.
About Bridge Capital Holdings
Bridge Bank is a full-service professional business bank founded in the
highly competitive climate of Silicon Valley in 2001. From the very
beginning, its goal has been to offer small-market and middle-market
businesses from across many industries a better way to bank. Bridge
Bank’s technology banking division provides a broad range of financial
solutions to venture-backed and non-venture-backed companies, enabling
it to meet its clients’ varied needs across all stages of business life.
Bridge Bank's product offering includes growth capital, equipment and
working capital credit facilities and treasury management solutions,
along with a full line of international products and services and
financing secured by domestic, government and foreign receivables.
Bridge Capital Holdings is the holding company for Bridge Bank, National
Association. Bridge Capital Holdings was formed on October 1, 2004 and
holds a Global Select listing on The NASDAQ Stock Market under the
trading symbol BBNK. For additional information, visit the Bridge
Capital Holdings website at www.bridgecapitalholdings.com.
Additional Information
This communication is being made in respect of the proposed merger
involving the Company and Bridge and does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with the proposed
merger with Bridge Capital Holdings, Western Alliance will file with the
Securities and Exchange Commission (the “SEC”) a Registration Statement
on Form S-4 that will include a proxy statement of Bridge that also
constitutes a prospectus of Western Alliance. Bridge will mail the proxy
statement/prospectus to its shareholders. Investors and security
holders are urged to read the proxy statement/prospectus regarding the
proposed merger when it becomes available, as well as other documents
filed with the SEC, because they will contain important information.
You may obtain a free copy of the proxy statement/prospectus (when
available) and other related documents filed by Western Alliance and
Bridge with the SEC at the SEC’s website at www.sec.gov.
The proxy statement/prospectus (when it is available) and the other
documents may also be obtained for free by accessing Western Alliance’s
website at www.westernalliancebancorp.com
under the tab “Investor Relations” and then under the heading “Financial
Documents” or by accessing Bridge’s website at www.bridgebank.com
under the tab “About Us—Investor Relations” and then under the heading
“Documents & SEC Filings.”
Western Alliance, Bridge and their respective directors, executive
officers and certain other members of management and employees may be
soliciting proxies from Bridge shareholders in favor of the merger with
Western Alliance. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of the
Bridge shareholders in connection with the proposed merger will be set
forth in the proxy statement/prospectus when it is filed with the SEC.
You can find information about the executive officers and directors of
Western Alliance in its Annual Report on Form 10-K for the year ended
December 31, 2014 and in its definitive proxy statement filed with the
SEC on April 2, 2014, as amended. You can find information about
Bridge’s executive officers and directors in its Annual Report on Form
10-K for the year ended December 31, 2014 and in its definitive proxy
statement filed with the SEC on April 15, 2014. You can obtain free
copies of these documents from Western Alliance or Bridge using the
information above.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements that relate to
expectations, beliefs, projections, future plans and strategies,
anticipated events or trends and similar expressions concerning matters
that are not historical facts. The forward-looking statements contained
herein reflect the companies’ current views about future events and
financial performance and are subject to risks, uncertainties,
assumptions and changes in circumstances that may cause our actual
results to differ significantly from historical results and those
expressed in any forward-looking statement. In addition to factors
previously disclosed in Western Alliance Bancorporation’s and Bridge
Capital Holdings’ reports filed with the SEC, some factors that could
cause actual results to differ materially from historical or expected
results include: failure of the parties to satisfy the closing
conditions in the merger agreement in a timely manner or at all; failure
of the shareholders of Bridge to approve the merger agreement; failure
to obtain governmental approvals for the merger; disruptions to the
parties’ businesses as a result of the announcement and pendency of the
merger; costs or difficulties related to the integration of the business
following the merger; failure to realize cost savings and other benefits
of the merger; Bridge customer acceptance of the Company's products and
services; changes in general economic conditions, either nationally or
locally in the areas in which each company conducts or will conduct its
business; inflation, interest rate, market and monetary fluctuations;
increases in competitive pressures among financial institutions and
businesses offering similar products and services; and other factors
affecting the financial services industry generally or the banking
industry in particular.
We do not intend and disclaim any duty or obligation to update or revise
any industry information or forward-looking statements set forth in this
press release to reflect new information, future events or otherwise.
Western Alliance Bancorporation
Dale Gibbons, 602-952-5476
Source: Western Alliance Bancorporation