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Deal Overview

Buyer:
Umpqua Holdings Corp.
Actual Acquirer:
Umpqua Holdings Corp.
Target:
Independent Financial Network, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
6/22/2001
Announcement Date:
6/22/2001
Announced Deal Value ($ M):
57.77
Status:
Completed
Completion Date:
12/31/2001
Announced Deal Value Per Share ($ )
9.97

Consideration Breakout
Common Stock ($M) 63.4
Common Stock Issued 4,630,000

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 159.70 165.59
Price / Tangible Book (%) 167.20 174.06
Price / Earnings (x) 22.15 24.76
Price / Deposits (%) 17.87 17.76
Price / Assets (%) 14.83 14.81
Tangible Book Premium/ Deposits (%) 8.86 9.34
Deal Terms
Description of Consideration

Independent Financial Network shareholders received 0.8 shares of Umpqua common stock for each share held. Umpqua also issued 223,821 shares to buy out minority shareholders in two Independent Financial banking units.

Accounting Method Pooling of Interests
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 0
Estimated Cost Savings (%) 20.00
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) 5,000
Maximum Termination Fee ($ 000) 2,000
Minimum Termination Fee ($ 000) NA
Exchange Ratio (Common For Common) 0.800000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement Yes
Strike Price ($ ) 9.0000
% of Shares Outstanding 19.90
Shares Under Option 1,346,109
Core Deposit Intangibles ($ 000) 0
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes D.A. Davidson & Co.
Seller Yes Ragen MacKenzie Group Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Foster Pepper PLLC
Seller Yes Davis Wright Tremaine LLP