Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the Merger, all shares of Company Common Stock were cancelled and
were converted into the right to receive the Merger Consideration. Accordingly,
on
--------------------------------------------------------------------------------
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each holder of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a shareholder of the Company other than the right to receive the Merger Consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.
Item 5.01 Changes in Control of Registrant.
The information set forth under the Introductory Note, Item 3.03, and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time of the Merger, the Company merged with and into Columbia, with Columbia as the surviving entity and, accordingly, a change in control of the Company occurred.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
At the Effective Time, the Company's directors and executive officers ceased serving in those capacities.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as ofJune 23, 2021 , by and between Columbia Banking System, Inc. andBank of Commerce Holdings (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed byBank of Commerce Holdings onJune 25, 2021 )* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Commission a copy of any omitted exhibits upon request.
--------------------------------------------------------------------------------
© Edgar Online, source