Frontier is a Washington-based bank holding company, with approximately $4.0 billion in assets. Frontier Bank offers a wide range of banking and financial services to businesses and individuals in its market area. SPAH is a special purpose acquisition company with nearly $429 million in assets held in a trust account for the benefit of its shareholders, and which may be used in connection with a business combination.

Under the terms of the merger agreement, each share of Frontier's common stock outstanding will be exchanged for the right to receive 0.0530 shares of SPAH common stock and 0.0530 SPAH warrants upon completion of the merger. Frontier currently has 47,131,853 shares of common stock issued and outstanding, which will be exchanged for approximately 2.5 million shares of common stock of SPAH and approximately 2.5 million warrants of SPAH, in the aggregate. Such warrants will have an exercise price of $11.50 per share and exercisable for seven years. The closing price SPAH common stock on the NYSE AMEX on July 30, 2009 was $9.75 per share. The stock and warrants received will be listed on a national stock exchange.

As part of the merger, SP Acq LLC and certain directors of SPAH will forfeit 9,453,412 shares of common stock of SPAH. In addition, SPAH will seek approval of its warrantholders to approve an amendment to its existing warrants to increase the exercise price of such warrants to $11.50 per share and extend the expiration date to seven years from the date of the business combination.

Following the completion of the merger, the recapitalized Frontier is expected to be well-positioned to offer new loans and expanded banking services to its customers and to be able to make significant progress on its previously announced business banking plan with a focus on relationship banking and cultivating core deposits within its existing market. In addition, the transaction will result in a strong capital position that should allow Frontier to take advantage of attractive growth opportunities available in today's dislocated market.

For Frontier's customers, employees and the communities that it serves, there will be little evidence of a change after the merger. SPAH will do business as Frontier Financial Corporation. Frontier's executive team will remain in place, the company's headquarters will remain in Everett, Washington, and the Frontier Bank brand will not be changed. The boards of the new holding company and bank will consist of both new members representing SPAH shareholders and current Frontier directors to provide for ongoing community engagement and business continuity. Frontier will continue to be an active member of the communities in which it operates.

Warren Lichtenstein, Chairman and CEO of SPAH, commented, "It is exciting to bring this attractive transaction to our shareholders.