Western Alliance Bancorporation : to Acquire Western Liberty Bancorp
08/17/2012| 08:10pm US/Eastern

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Western Alliance Bancorporation (NYSE:WAL) and Western Liberty Bancorp
(NASDAQ:WLBC) announced today that they have signed a definitive
agreement pursuant to which Western Alliance Bancorporation will acquire
Western Liberty Bancorp. Immediately following the completion of the
acquisition, Western Liberty's principal operating subsidiary,
Service1st Bank of Nevada, will merge with and into Bank of Nevada, a
wholly-owned subsidiary of Western Alliance Bancorporation.
The Agreement provides that each shareholder of Western Liberty Bancorp
may elect to receive either $4.02 in cash or 0.4341 of a share of
Western Alliance Bancorporation for each Western Liberty share owned
(based on existing shares of Western Liberty stock outstanding as of the
date hereof and assuming the conversion of outstanding restricted stock
units), subject to certain collar and proration provisions. The exchange
is expected to be tax free, to the extent shareholders receive shares of
Western Alliance Bancorporation. In aggregate, the transaction is valued
at approximately $55 million.
Robert Sarver, Chairman and Chief Executive Officer of Western Alliance
Bancorporation, commented, "This transaction further strengthens our
capital position, increases our core deposits, and enables us to further
leverage our existing infrastructure in Las Vegas. We expect the
transaction to be immediately accretive to our tangible book value."
Bruce Hendricks, Chief Executive Officer of Bank of Nevada, added, "With
significant customer overlap between Bank of Nevada and Service1st Bank,
we anticipate quickly integrating the two institutions, giving added
convenience and services to clients of Service1st."
"By joining a strong, service-oriented regional banking franchise, we
add greater lending capacity for our customers and new opportunities for
growth for the bank. I am confident that both our organizations will
benefit from this combination," said William Martin, Chief Executive
Officer of Western Liberty Bancorp. "As we considered all of our
strategic growth options, it became clear that choosing to partner with
Western Alliance can provide the greatest benefits and opportunities for
our stockholders, employees, customers, and the communities we serve."
This transaction has been approved by the board of directors of each
company and is subject to certain terms and conditions, including
approval by stockholders of Western Liberty Bancorp and banking
regulatory authorities. It is expected to be completed in the fourth
quarter 2012.
About Western Alliance Bancorporation
With $7.2 billion in assets, Western Alliance Bancorporation is the
parent company of Bank of Nevada, Western Alliance Bank doing business
as Alliance Bank of Arizona and First Independent Bank, Torrey Pines
Bank, and Shine Investment Advisory Services. These dynamic
organizations provide a broad array of deposit and credit services to
clients in Nevada, Arizona and California, and investment services in
Colorado. Staffed with experienced financial professionals, these
organizations deliver a broader product array and larger credit capacity
than community banks, yet are empowered to be more responsive to
customers' needs than larger institutions. Additional investor
information can be accessed on the Investor Relations page of the
company's website, www.westernalliancebancorp.com.
About Western Liberty Bancorp
With $199 million in assets, Western Liberty Bancorp is a Nevada bank
holding company which conducts operations through Service1st Bank of
Nevada, its wholly-owned banking subsidiary, and Las Vegas Sunset
Properties. Service1st Bank operates as a traditional community bank and
provides a full range of deposit, lending and other banking services to
locally-owned businesses, professional firms, individuals and other
customers from its headquarters and two retail banking facilities
located in the greater Las Vegas area. Services provided include basic
commercial and consumer depository services, commercial working capital
and equipment loans, commercial real estate loans, and other traditional
commercial banking services. Primarily all of the bank's business is
generated in the Nevada market.
Additional Information
The proposed transaction will be submitted to the stockholders of
Western Liberty for their consideration. In connection with the proposed
merger with Western Liberty Bancorp, 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 Western Liberty that
also constitutes a prospectus of Western Alliance. Western Liberty will
mail the proxy statement/prospectus to its stockholders. 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 Western Liberty 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 Western Liberty's website at www.westernlibertybank.com
under the tab "Investor Relations" and then under the heading "Financial
Information".
Western Alliance, Western Liberty and their respective directors,
executive officers and certain other members of management and employees
may be soliciting proxies from Western Liberty stockholders 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 Western Liberty stockholders 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, 2011 and in its definitive proxy statement filed with the
SEC on March 16, 2012, as supplemented. You can find information about
Western Liberty's executive officers and directors in its Annual Report
on Form 10-K for the year ended December 31, 2011 and in its definitive
proxy statement filed with the SEC on April 26, 2012. You can obtain
free copies of these documents from Western Alliance or Western Liberty
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 our 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. 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 either
merger agreement in a timely manner or at all; failure of the
shareholders of Western Liberty to approve the applicable 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; factors listed in the
Form 10-K as filed with the SEC; changes in general economic conditions,
either nationally or locally in the areas in which we conduct or will
conduct our business; inflation, interest rate, market and monetary
fluctuations; increases in competitive pressures among financial
institutions and businesses offering similar products and services;
higher defaults on our loan portfolio than we expect; changes in
management's estimate of the adequacy of the allowance for credit
losses; legislative or regulatory changes or changes in accounting
principles, policies or guidelines; management's estimates and
projections of interest rates and interest rate policy; the execution of
our business plan; 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
Media:
Robert Sarver,
602-952-5445
Investors:
Dale Gibbons, 602-952-5476
or
Western
Liberty Bancorp
William Martin, 702-966-7400
© Business Wire 2012
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