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Deal Overview

Buyer:
Umpqua Holdings Corporation
Actual Acquirer:
Umpqua Holdings Corporation
Target:
North Bay Bancorp
Deal Type:
Bank & Thrift Company
Agreement Date:
1/17/2007
Announcement Date:
1/17/2007
Announced Deal Value ($ M):
156.21
Status:
Completed
Completion Date:
4/26/2007
Announced Deal Value Per Share ($ )
35.13

Consideration Breakout
Common Stock ($M) 139.1
Common Stock Issued 5,163,573

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 261.4 225.7
Price / Tangible Book (%) 264.6 225.7
Price / Earnings (x) 21.3 19.0
Price / Deposits (%) 33.06 29.24
Price / Assets (%) 24.07 21.24
Tangible Book Premium/ Deposits (%) 24.31 19.45
Deal Terms
Description of Consideration

Umpqua Holdings Corp. exchanged 1.228 shares of its common stock for each share of North Bay Bancorp common stock. The initial exchange ratio of 1.217 was subject to adjustment based on Umpqua's trading price.

Accounting Method Purchase
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 78,794
Estimated Cost Savings (%) 36.00
Estimated Cost Savings ($ 000) 8,171
Est. Restructuring Charges ($ 000) 2,726
Maximum Termination Fee ($ 000) 5,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 1.228000
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) 14,210
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Milestone Advisors LLC
Seller Yes Howe Barnes Hoefer & Arnett
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Foster Pepper PLLC
Seller Yes Nixon Peabody LLP