Sterling Financial Corporation and Commerce National Bank Announce Agreement for Sterling to Acquire Commerce National Bank

  Sterling Financial Corporation and Commerce National Bank Announce Agreement
  for Sterling to Acquire Commerce National Bank

 Significantly expands and enhances Sterling’s presence in the vibrant Orange
                                County market

Business Wire

SPOKANE, Wash. -- May 2, 2013

Sterling Financial Corporation (NASDAQ:STSA) (the “Company”) and Commerce
National Bank (OTCBB:CNBF) (“CNB”) today announced that the Company and its
principal operating subsidiary, Sterling Savings Bank (“Sterling”), have
entered into a definitive agreement to acquire CNB for cash consideration of
$15.10 per common share. Including the planned redemption of outstanding CNB
stock options and warrants for cash, the aggregate transaction value is
approximately $42.9 million.

The transaction, which has been approved by the boards of directors of the
Company and CNB, will provide a significant enhancement to Sterling’s current
operations in Southern California. The transaction is subject to approval by
CNB shareholders and bank regulatory agencies, and other customary conditions
of closing. It is expected to be completed during the third quarter of 2013.

“Commerce National Bank is a solid, business-focused bank that we expect will
provide substantial synergies with our current operations in the Orange County
market,” said David DePillo, vice chairman and chief lending officer of
Sterling. “In addition to a high quality, relationship-based loan portfolio,
CNB also brings us a scalable equipment leasing business that fills a void in
our current commercial product set.”

Mark Simmons, president and chief executive officer of CNB, said, “We are
excited to be entering into this transaction with Sterling. This is an
excellent outcome for our shareholders, and we believe our customers,
employees, and community will benefit from the wide array of products and
services offered by the combined company. We are partnering with a company
that shares our values and outlook on the opportunities in this environment,
and we look forward to continuing to serve our clients the best way we can.”

As of March 31, 2013, CNB had assets of approximately $242.7 million, loans of
$146.3 million, deposits of $211.4 million, and shareholders’ equity of $30.1
million. The Company expects the transaction will be accretive to earnings per
share during the first year following completion with a tangible book value
dilution earn-back period of approximately three years.

Bingham McCutchen LLP served as the legal advisor to the Company and Richard
E. Knecht PC served in the same capacity for CNB. Keefe Bruyette & Woods,
Inc., a Stifel Company, served as the financial advisor to CNB.

Forward-Looking Statements

Certain statements in this press release, including, without limitation,
statements as to the impact of the acquisition transaction, statements as to
the Company’s or Sterling’s management beliefs, expectations or opinions, and
all other statements in this press release, other than historical facts,
are“forward-looking statements” and are intended to be covered by the safe
harbor provided by the Private Securities Litigation Reform Act of 1995. When
used in this release, the words “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates” and similar expressions are generally
intended to identify forward-looking statements. Actual results may differ
materially from the results discussed in these forward-looking statements
because such statements are inherently subject to significant assumptions,
risks and uncertainties, many of which are difficult to predict and are
generally beyond the Company’s control. These risks anduncertaintiesinclude,
but are not limited to, the ability of Sterlingand CNB to complete the
proposed acquisition transaction on the terms summarized above or other
acceptable terms, or at all, due to a number of factors, including the receipt
of required regulatory approvals or the satisfaction of other customary
closing conditions. Other factors that could cause actual conditions, events
or results to differ significantly from those described in the forward-looking
statements may be found under the headings “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in
the Company’s Annual Report on Form 10-K, as updated periodically in the
Company’s periodic filings with the Securities and Exchange Commission, which
are available online at The Company disclaims any intent or
obligation to publicly update or revise any forward-looking statements,
regardless of whether new information becomes available, future developments
occur or otherwise.

About Sterling Financial

Sterling Financial Corporation (NASDAQ:STSA) of Spokane, Washington, is the
bank holding company for Sterling Savings Bank, a Washington state chartered
and federally insured commercial bank. Sterling Savings Bank does business as
Sterling Bank and, in California, Sonoma Bank and Borrego Springs Bank.
Sterling offers banking products and services, mortgage lending, and trust and
investment products to individuals, small businesses, corporations and other
commercial organizations. As of March 31, 2013, Sterling had assets of $9.26
billion and operated depository branches in Washington, Oregon, Idaho and
California. Visit Sterling’s website at

About Commerce National Bank

Commerce National Bank (CNB) of Newport Beach, Calif., is a nationally
chartered and federally insured commercial bank that specializes in business
banking, including SBA and equipment leasing. As of March 31, 2013, CNB had
assets of $242.7 million. Visit their website at


Sterling Financial Corporation
Media contact
Cara Coon, 509-626-5348
Investor contact
Patrick Rusnak, 509-227-0961
Commerce National Bank
Mark Simmons, 949-870-3860
President & CEO
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