People's Bank of Commerce (OTCPK:PBCO) entered into a definitive agreement to acquire Willamette Community Bank (OTCPK:WMCB) for $14.9 million on November 5, 2020. The aggregate merger consideration consists of approximately 1.2 million shares of People's Bank of Commerce and $1.5 million in cash. Subject to aggregate consideration limitations and potential pro-rata adjustment, Willamette Community Bank shareholders will be offered the choice of receiving: i) 100% stock consideration, ii) 100% cash consideration or iii) the per share mix described above. Boards of Directors for both PBCO and WMCB have unanimously approved an increase to the merger consideration on January 22, 2021. Under the revised terms, the WMCB shareholders which elect a unit of mixed stock and cash consideration will receive 0.6665 shares of PBCO common stock, plus cash in the amount of $1.70. The merger consideration is valued at $20.7 million, or $11.16 per share. On a pro forma basis upon closing, the Willamette Community Bank shareholders will own approximately 26% of outstanding People's Bank of Commerce shares. After closing, Willamette Community Bank's three branches will continue to operate under the name Willamette Community Bank, a division of People's Bank of Commerce.

Upon closing, Joan Reukauf will serve as Area President and Executive Vice President, Chief Operating Officer of People's Bank of Commerce. Three current members of Willamette Community Bank's the Board of Directors will join the board of directors of People's Bank of Commerce. With the final approval from regulators and shareholders, the executive management and Board of Directors of the combined organization would consist of the following:- Ken Trautman, Julia Beattie, Jeri Reno, Lindsey Trautman, John Boyd, Steven Erb, Bill Stewart, Ron Vinyard, William St. Laurent, Jim Wright, Bob Mayers, Lindsay Berryman, Jim Teece and Kurt
Kaufman.

The transaction is subject to approval by the shareholders of People's Bank of Commerce and Willamette Community Bank, regulatory approval and other customary closing conditions. The Boards of People's Bank of Commerce and Willamette Community Bank unanimously approved the transaction. People's Bank of Commerce and Willamette Community Bank will each convene their respective special meetings of shareholders on February 11, 2021. As of February 11, 2021, shareholders of both PBCO and WMCB respectively, approved the proposed merger. WMCB Shareholders must complete and sign their Election Statements by February 22, 2021. As of February 17, 2021, People's Bank of Commerce and Willamette Community Bank, has received all Shareholder and Regulatory approvals for the merger of transaction. The transaction is expected to close in the first quarter of 2021. The Effective Date for the Merger will be March 1, 2021. Transaction would have 5.9% Earning Per Share (EPS) accretion in 2021, or $0.07 per share, 9.7% EPS accretion in 2022, or $0.13 per share and 4.3% TBV per share dilution at closing, or $0.60 per share. Nathan Ail of D.A. Davidson & Co. served as financial advisor to People's Bank of Commerce and Miller Nash Graham & Dunn LLP served as legal counsel. Piper Sandler & Co. served as financial and fairness opinion advisor to Willamette Community Bank and Marcus J. Williams, Philip J. Wolman, Alison M. Pear, Jerry Janoff, Tonie L. Bitseff, Sydney Vinson and Amy Opoien of Buchalter served as legal counsel. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent to People's Bank of Commerce.