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American River Holdings and North Coast Bank Announce a Strategic Alliance.


Business Editors

SACRAMENTO & SANTA ROSA Santa Rosa, city, Argentina
Santa Rosa, city (1991 pop. 80,629), capital of La Pampa prov., central Argentina. It is a modern city and road junction surrounded by a rich agricultural and cattle-raising area.
, Calif.--(BUSINESS WIRE)--March 2, 2000

American River
There is also a town on Kangaroo Island, see American River, South Australia
The American River (Río de los Americanos in the Mexican period) located in the US state of California, has a prominent place in United States history for being the
 Holdings (AMRB.OB) and North Coast Bank, National Association (NCTA NCTA National Cable & Telecommunications Association (fka National Cable Television Association)
NCTA National Cable Television Association (now the National Cable & Telecommunications Association) 
.OB) have jointly announced the signing of a merger agreement today. Under this strategic alliance, North Coast Bank, based in Sonoma County, will continue to operate as North Coast Bank, joining American River Bank and first source capital as an affiliate of American River Holdings, a diversified financial The diversified financial services segment includes a range of consumer and commercially-oriented companies offering a wide variety of products and services, including various lending products (such as home equity loans and credit cards), insurance, and securities and investment  services company.

"We are extremely pleased to align ourselves with North Coast Bank which has a very capable team of client-focused bankers and an involved Board of Directors" says David Taber, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of American River Holdings. "We expect to have the entire North Coast Bank team continue on, energized by the resources of American River Holdings. Sonoma County has a very diverse and thriving economy. The alliance will enable North Coast Bank to better meet the growing needs of its existing clientele and allow the Bank to also focus on the larger businesses in Sonoma County.

North Coast Bank was founded in 1990 and has offices in downtown Santa Rosa, Windsor and Healdsburg. "We are excited to be joining American River Holdings and partnering with American River Bank, a successful Sacramento-based operation" says Kathy Pinkard, President and CEO of North Coast Bank. "The business and banking philosophies of American River Holdings are remarkably similar to those of North Coast Bank, with the primary focus on superior client service and supporting our local economies by helping local businesses grow and prosper. By teaming up with American River Holdings, we will be able to offer a wider variety of services through the additional resources American River Holdings brings to the table."

The definitive merger agreement has been approved unanimously by the Boards of Directors of both companies and is subject to approval by their respective shareholders as well as by the supervisory regulatory agencies regulatory agency

Independent government commission charged by the legislature with setting and enforcing standards for specific industries in the private sector. The concept was invented by the U.S.
.

The Agreement calls for North Coast Bank shareholders to receive .9644 shares of American River Holdings Common Stock in a tax-free exchange tax-free exchange

An exchange of assets between taxpayers in which any gain or loss is not recognized in the period during which the exchange takes place. Rather, taxpayers are required to adjust the basis of assets exchanged.
 for each North Coast Bank share they presently own for an estimated value of $9 million. Two North Coast directors will join the American River Holdings Board, and two American River Holdings directors will join the Board of North Coast Bank.

The combined assets of these companies were approximately $250 million at 12-31-99. The transaction will be accounted for as a pooling of interests Pooling of Interests

An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together.

Notes:
The opposite of pooling of interests is the purchase acquisition method.
 and is expected to be accretive in 2001 to earnings per share. It is also expected that this merger, subject to shareholder and regulatory approval, will be accomplished in the third quarter of 2000.

North Coast Bank Chairman, M. Edgar Deas, stated, "We feel that our shareholders, our communities and our clients will all benefit from this combination; our shareholders will own stock in a company with greater market liquidity and a favorable fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
 dividend policy."

American River Bank, the commercial banking affiliate of American River Holdings, simultaneously announced today the appointment of Charles D. Fite as its chairman. Fite is President of Fite Development Company in Sacramento and has been on the American River Bank Board since 1993. Sam Gallina will remain the chairman of the American River Holdings Board, and Edgar Deas will remain the Chairman of the North Coast Bank Board.

American River Holdings will file a registration statement with the Securities Exchange Commission to register the securities of American River Holdings to be offered and issued to shareholders of North Coast Bank in the proposed transaction. The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of both companies, seeking their approval of the proposed transaction.

Note to Editors: This news release contains forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 about American River Holdings' and North Coast Bank's financial condition, results of operations, plans, objectives and future performance. A number of factors, any of which are beyond the control of American River Holdings or North Coast Bank could cause actual results to differ materially from those in the forward-looking statements.

This news release does not constitute an offer to sell to, or a solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of an offer to buy from anyone in any state or jurisdiction in which such an offer or solicitation is not authorized au·thor·ize  
tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es
1. To grant authority or power to.

2. To give permission for; sanction:
. The securities described in this news release have not been registered with or approved by the securities and exchange commission or any state securities authority nor has the securities and exchange commission or any regulatory authority Noun 1. regulatory authority - a governmental agency that regulates businesses in the public interest
regulatory agency

administrative body, administrative unit - a unit with administrative responsibilities
 or any state passed upon the accuracy or adequacy of this news release. Any representation to the contrary is unlawful. No person other than the company has been authorized to give any information or to make any representations other than those contained in this news release in connection with the securities described therein, and, if given or made, such other information or representation must not be relied upon as having been made or authorized by the company.
COPYRIGHT 2000 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2000, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Mar 2, 2000
Words:812
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