ST. LOUIS & BELLEVILLE, Ill.--(BUSINESS WIRE)--April 13,
2006--Commerce Bancshares, Inc. (NASDAQ: CBSH) and West Pointe
Bancorp, Inc. (OTCBB: WTPT) today jointly announce signing a
definitive merger agreement in which West Pointe will merge with
Commerce in a transaction valued at $80.9 million in stock and cash.
Commerce's acquisition of West Pointe will add $477 million in assets,
$256 million in gross loans, $402 million in total deposits, and five
branch locations and 25 ATMs in St. Clair County, Illinois
(Southwestern Illinois region of Metropolitan St. Louis).
Under terms of the agreement, shareholders of West Pointe will be
entitled to elect to receive either cash or stock, with the cash
portion of the transaction not to exceed 25 percent of the total
consideration. Elections will be subject to proration procedures. It
is anticipated that the transaction will be completed in the third
quarter of 2006, pending regulatory approvals, the approval of West
Pointe shareholders and other customary closing conditions. As part of
the transaction, West Pointe has granted Commerce Bancshares an option
to purchase 19.9 percent of its common stock under certain conditions.
Commerce Bancshares, Inc. is a $14 billion bank holding company
with approximately 340 locations in Missouri, Illinois, and Kansas.
The West Pointe acquisition will increase the size of Commerce Bank in
St. Louis to approximately $4 billion.
David W. Kemper, chairman, president and chief executive officer
of Commerce, commented: "We are excited to announce a merger with West
Pointe, a premier franchise in the Illinois region of St. Louis, an
area that has a population of approximately 600,000 people. The
leadership team of West Pointe has been involved in banking in St.
Clair County for over 50 years and will continue in its leadership
role after the merger. Our St. Louis customers, in a metropolitan area
of 2.6 million people, will benefit with increased coverage. This
merger furthers Commerce's goal to be the premier bank for consumers
and middle-market companies in St. Louis."
Harry Cruncleton, chairman of West Pointe, stated: "Because
Commerce and West Pointe share similar operating philosophies as
community-oriented banks, we are delighted with the prospects of
joining our two banking institutions and the growth opportunities that
will result." Terry W. Schaefer, president and chief executive officer
of West Pointe, added: "Both organizations share mutual values in our
commitment to customers and communities, and those traditions will
certainly continue as we move forward. West Pointe customers will have
the advantage of a broader array of products offered by Commerce
without losing the hometown feel that we have worked diligently to
maintain."
Kemper concludes: "West Pointe's superior coverage of St. Clair
County fits well with the strategic outline that Commerce has for
serving the Metro East area in St. Louis. We look forward to working
with the West Pointe management team and welcoming West Pointe
customers to Commerce."
About Commerce Bancshares, Inc.
Commerce Bancshares, Inc. (NASDAQ: CBSH) is a $13.7 billion
regional bank holding company. For more than 140 years, Commerce has
been meeting the financial services needs of individuals and
businesses. Commerce provides a diversified line of financial
services, including business and personal banking, wealth management
and estate planning, and investments through its affiliated companies.
Commerce operates across three states in Missouri, Kansas and Illinois
with nearly 340 locations and also has operating subsidiaries involved
in mortgage banking, credit related insurance, venture capital and
real estate activities.
For additional information, please visit www.commercebank.com or
email mymoney@commercebank.com.
About West Pointe Bancorp, Inc.
West Pointe Bancorp, Inc. (OTCBB: WTPT) operates as the holding
company for West Pointe Bank And Trust Company, which provides
personal, commercial, and trust banking services in St. Clair and
Monroe counties in Illinois, and St. Louis City and St. Louis County
in Missouri. The bank has 5 branch locations in east and west
Belleville, Columbia, Dupo, and Swansea, Illinois, and operates 25
ATMs. West Pointe Bank And Trust Company was established in 1990 and
West Pointe Bancorp, Inc. was established in 1997. Both are
headquartered in Belleville, Illinois.
CONTACT: Commerce Bancshares, Inc.Jeanne Howard, 314-746-3672
or
West Pointe Bank
Harry E. Cruncleton, 618-234-5700
or
Terry W. Schaefer, 618-234-5700
SOURCE: Commerce Bancshares, Inc.