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Deal Overview

Buyer:
Umpqua Holdings Corporation
Actual Acquirer:
Umpqua Bank
Target:
Circle Bancorp
Deal Type:
Bank & Thrift Company
Agreement Date:
8/29/2012
Announcement Date:
8/30/2012
Announced Deal Value ($ M):
21.07
Status:
Completed
Completion Date:
11/14/2012
Announced Deal Value Per Share ($ )
17.75

Consideration Breakout
Cash ($M) 24.2

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 158.57 158.57
Price / Tangible Book (%) 158.57 158.57
Price / Earnings (x) 9.84 9.84
Price / Deposits (%) 8.67 8.67
Price / Assets (%) 6.54 6.54
Tangible Book Premium/ Deposits (%) 4.51 4.51
Deal Terms
Description of Consideration

Umpqua Holdings Corp. paid $17.75 per share in cash to acquire each outstanding share of Circle Bancorp. Umpqua Holdings Corp. also paid $3.8 million to redeem preferred stock of Circle Bancorp. Target financials are for Circle Bank. Price to Book ratios and Franchise premium is based on target's common equity of $13,290,000.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 11,913
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 1,625
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) NA
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) 830
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer NA NA
Seller Yes Keefe Bruyette & Woods Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Lane Powell PC
Seller Yes Horgan Rosen Beckham & Coren