Shareholders of CoBiz Financial Inc. (NASDAQ: COBZ) today approved
the company’s merger with BOK Financial Corporation (NASDAQ: BOKF)
at a special meeting of shareholders.
The merger was first announced in June 2018. As of June 30,
2018, CoBiz had approximately $3.9 billion in assets, $3 billion in
loans and $3.1 billion in deposits.
The merger is expected to close on Oct. 1. CoBiz shareholders
will receive 0.17 shares of BOK Financial stock and $5.70 cash for
each share of CoBiz common stock that they own. “The CoBiz
acquisition is an important milestone for our company, and we look
forward to welcoming CoBiz employees and customers to the BOK
Financial family,” said Steven G. Bradshaw, president and chief
executive officer of BOK Financial. "Over the past several months
as we’ve prepared for closing, we’ve been highly impressed by the
entire CoBiz team, their can-do attitude, and their enthusiasm
about becoming a part of BOK Financial. Now, we can collectively
move forward to deliver on the promise of this acquisition.”
BOK Financial now expects to incur approximately $44 million of
pre-tax acquisition-related charges, with approximately 50 percent
expected to be recorded in 2018 and the balance in 2019. The merger
is expected to be six percent accretive to earnings in 2019, and
nine percent accretive to earnings in 2020, the first full year
with synergies. The merger is also expected to deliver an internal
rate of return in excess of 20 percent and be accretive to BOK
Financial’s return on equity, return on assets, net interest
margin, and efficiency ratio.
After conversion, which is expected to occur in the first
quarter of 2019, all banking operations will be conducted under the
BOK Financial brand in both Colorado and Arizona.
About BOK Financial Corporation
BOK Financial Corporation is a $34 billion regional financial
services company based in Tulsa, Oklahoma. The company's stock is
publicly traded on NASDAQ under the Global Select market listings
(BOKF). BOK Financial's holdings include BOKF, NA, BOK Financial
Securities, Inc. and The Milestone Group, Inc. BOKF, NA operates
TransFund, Cavanal Hill Investment Management, BOK Financial Asset
Management, Inc. and seven banking divisions: Bank of Albuquerque,
Bank of Arizona, Bank of Arkansas, Mobank, Bank of Oklahoma, Bank
of Texas and Colorado State Bank and Trust. Through its
subsidiaries, the company provides commercial and consumer banking,
investment and trust services, mortgage origination and servicing,
and an electronic funds transfer network. For more information,
visit www.bokf.com.
About CoBiz FinancialCoBiz Financial
(NASDAQ:COBZ), is a $3.8 billion financial services company that
serves the complete financial needs of businesses, business owners
and professionals in Colorado and Arizona. The company’s
subsidiaries are: Colorado Business Bank and Arizona Business Bank,
which provide commercial banking services; CoBiz Private Client
Advisors which offers private banking through CoBiz Private Bank
and investment management and wealth planning through CoBiz Wealth;
and CoBiz Insurance which delivers employee benefits, and property
and casualty insurance brokerage.
Forward-Looking Statements This communication
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, but not
limited to, CoBiz Financial Inc.’s and BOK Financial Corporation’s
expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are typically
identified by words such as “believe,” “expect,” “anticipate,”
“intend,” “target,” “estimate,” “continue,” “positions,” “plan,”
“predict,” “project,” “forecast,” “guidance,” “goal,” “objective,”
“prospects,” “possible” or “potential,” by future conditional verbs
such as “assume,” “will,” “would,” “should,” “could” or “may”, or
by variations of such words or by similar expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made and we assume no
duty to update forward-looking statements. Actual results may
differ materially from current projections. In addition to factors
previously disclosed in CoBiz Financial Inc.’s and BOK Financial
Corporation’s reports filed with the SEC and those identified
elsewhere in this communication, the following factors, among
others, could cause actual results to differ materially from
forward-looking statements or historical performance: difficulties
and delays in integrating CoBiz Financial Inc.’s business or fully
realizing cost savings and other benefits; business disruption
following the merger; changes in asset quality and credit risk; the
inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer acceptance
of BOK Financial Corporation’s products and services; customer
borrowing, repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and
timing of technological changes, capital management activities, and
other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms. Annualized, pro forma, projected
and estimated numbers are used for illustrative purpose only, are
not forecasts and may not reflect actual results.
Important Additional Information and Where to Find
It
In connection with the proposed merger, BOK Financial
Corporation filed with the SEC a Registration Statement on Form S-4
that included the Proxy Statement of CoBiz Financial Inc. and a
Prospectus of BOK Financial Corporation, as well as other relevant
documents concerning the transaction. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. INVESTORS
AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER E AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about BOK Financial Corporation and
CoBiz Financial Inc., may be obtained at the SEC’s Internet site
(http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from CoBiz Financial Inc.
at ir.cobizfinancial.com or from BOK Financial
Corporation by accessing BOK Financial Corporation’s website
at www.bokf.com. Copies of the Proxy Statement/Prospectus can
also be obtained, free of charge, by directing a request to CoBiz
Financial Inc. Investor Relations at CoBiz Financial Inc. Investor
Relations, 1401 Lawrence Street, Suite 1200, Denver, CO, by calling
(303) 312-3412, or by sending an e-mail
to info@cobizfinancial.com or to BOK Financial
Corporation Investor Relations at Bank of Oklahoma Tower, Boston
Avenue at Second Street, Tulsa, Oklahoma, by calling (918) 588-6000
or by sending an e-mail to investorrelations@bokf.com.
Information regarding CoBiz Financial Inc.’s directors and
executive officers is contained in CoBiz Financial Inc.’s Annual
Report on Form 10-K for the year ended December 31, 2017 and its
Proxy Statement on Schedule 14A, dated March 9, 2018, which are
filed with the SEC. Information regarding BOK Financial
Corporation’s directors and executive officers is contained in BOK
Financial Corporation’s Annual Report on Form 10-K for the year
ended December 31, 2017 and its Proxy Statement on Schedule 14A,
dated March 15, 2018, which are filed with the SEC.
For Further Information Contact:Katy HallCorporate
Communications(918) 588-6502
Grafico Azioni Cobiz Financial Inc. (delisted) (NASDAQ:COBZ)
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