First California Financial Group, Inc. (Nasdaq:FCAL), or FCAL,
the holding company of First California Bank, or FCB, and Premier
Service Bank (OTCBB:PSBK), or PSBK, today announced the signing on
July 9, 2012 of Amendment No. 1 (the “Amendment”) to their
definitive agreement dated February 27, 2012 (the “Merger
Agreement”), pursuant to which PSBK will merge into FCB. The
transaction is now expected to close late in the third quarter or
early in the fourth quarter of 2012, subject to regulatory and
shareholder approvals and other customary closing conditions.
Under the terms of the Amendment, PSBK’s shareholders will
continue to receive, subject to certain adjustments, consideration
of $2.0 million, or approximately $1.59 per share, in the form of
FCAL common stock. As a result of increases in the value of FCAL
common stock since the signing of the original Merger Agreement,
the number of shares of FCAL common stock to be received by the
PSBK shareholders has been reduced from 477,269 shares to 293,626
shares, using a value of $6.81 per share. This change also resulted
in a reduction in the exchange ratio from 0.3784 FCAL shares to
0.2328 FCAL shares for each share of PSBK common stock outstanding.
The Amendment increased the upper threshold for FCAL’s Closing
Price, as defined in the Merger Agreement, to $7.83 from $5.03,
where if the Closing Price exceeds the upper threshold, FCAL may
terminate the Merger Agreement without liability. The Amendment
also increased the lower threshold for FCAL’s Closing Price to
$5.79 from $3.35, where if the Closing Price does not reach the
lower threshold, PSBK may terminate the Merger Agreement without
liability. Last, the Amendment extended the outside closing date
for the Merger to December 31, 2012 from August 31, 2012.
“As evidenced by the Amendment, all the parties remain committed
to close the transaction with PSBK. We continue to look forward to
the opportunity to expand FCB’s presence in the Riverside and
Corona markets and add a talented group of bankers,” said C. G.
Kum, President and Chief Executive Officer of FCAL. “PSBK continues
to have a strong customer base and fits into our desired geographic
footprint extremely well. We look forward to closing the
transaction as soon as possible and making PSBK part of the FCAL
family.”
Kerry L. Pendergast, President and Chief Executive Officer of
PSBK, stated, “PSBK is pleased that FCAL and FCB were willing to
amend the definitive agreement so that we may present the proposed
transaction to our shareholders without a pricing issue caused by
the increases in the value of FCAL’s common stock since the
definitive agreement was signed. Our shareholders continue to
receive aggregate consideration of $2.0 million, but no longer need
to be concerned that FCAL will terminate the agreement because its
stock price exceeds $5.03, the maximum price imposed by the
original definitive agreement. We look forward to working with FCAL
to complete the transaction and becoming a part of FCB.” He went on
to state, “We continue to believe that FCB’s financial strength,
dedication to customer service and retention, and commitment to the
markets we serve will make our combined organization highly
successful.”
As previously announced, the parties anticipate that Mr.
Pendergast will serve after the closing as Market President for the
two branch offices of PSBK being acquired as part of the merger and
FCB’s branch office in Redlands, California.
FCB has 15 offices throughout Southern California and total
assets of $2.0 billion at June 30, 2012 (unaudited). The bank
serves small and mid-sized businesses, professionals and
entrepreneurs, and high-net-worth individuals with an integrated
product set of private client services, business banking and
treasury management capabilities.
PSBK has two offices, its headquarters in Riverside and a full
service branch in Corona, and has total assets of $139 million as
of March 31, 2012 (unaudited). The bank offers a broad spectrum of
products and services to corporate, professional and individual
customers.
Keefe, Bruyette & Woods, Inc. continues to act as financial
advisor and Horgan, Rosen, Beckham & Coren, L.L.P. continues to
serve as legal advisor to FCAL and FCB. Hovde Securities LLC
continues to act as financial advisor and Richard E. Knecht A
Professional Corporation continues to serve as legal advisor to
PSBK.
Additional Information
In connection with the proposed merger, FCAL will file with the
Securities and Exchange Commission a Registration Statement on Form
S-4 that will include a Proxy Statement of PSBK and a Prospectus of
FCAL, as well as other relevant documents concerning the proposed
transaction. SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING
THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION.
In addition, when the registration statement and other related
documents are filed by FCAL with the Securities and Exchange
Commission, they may be obtained for free at the Securities and
Exchange Commission’s website at http://www.sec.gov, on the NASDAQ
website at http://www.nasdaq.com and from either the FCAL website
at http://www.fcalgroup.com or at the PSBK website at
http://www.premierservicebank.com.
FCAL, PSBK and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies in
connection with the merger. Information about the directors and
executive officers of FCAL and PSBK and information about any other
persons who may be deemed participants in this transaction will be
included in the proxy statement/prospectus. Information about
FCAL’s directors and executive officers can be found in the proxy
statement for FCAL’s annual meeting of shareholders filed with the
Securities and Exchange Commission on April 21, 2011. Information
about PSBK’s directors and executive officers can be found in the
proxy statement for PSBK’s 2011 annual meeting of shareholders
available on its website at
http://www.premierservicebank.com/corp/investor_relations.html.
Free copies of these documents can be obtained from the Securities
and Exchange Commission, FCAL or PSBK using the website information
above.
About Premier Service Bank
PSBK is a California state-chartered bank with two offices, its
headquarters office in Riverside and a full-service banking office
in Corona. PSBK provides commercial banking services, including a
wide variety of checking accounts, investment services with
competitive deposit rates, on-line banking products, and real
estate, construction, commercial and consumer loans, to small and
medium-sized businesses, professionals and individuals. Additional
information about PSBK is available at its website at
www.premierservicebank.com.
About First California
FCAL is the holding company of FCB. Founded in 1979 and with
nearly $2 billion in assets, FCB serves the comprehensive financial
needs of small- and middle-sized businesses and high net worth
individuals throughout Southern California. Led by an experienced
team of bankers, FCB is committed to providing the best client
service available in its markets, offering a full line of quality
commercial banking products through 15 full-service branch offices
in Los Angeles, Orange, Riverside, San Bernardino, San Diego, San
Luis Obispo and Ventura counties. FCAL’s website can be accessed at
www.fcalgroup.com. For additional information on FCB’s products and
services, visit www.fcbank.com.
Forward-Looking Information
This press release contains certain forward-looking information
about FCAL, FCB and PSBK (“the Companies”) that is intended to be
covered by the safe harbor for "forward-looking statements"
provided by the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact are
forward-looking statements, and include statements related to, the
monitoring of and management of risks in the Companies’ loan
portfolio, the adequacy of sources of liquidity to support the
Companies’ operations and strategic plans, the monitoring of and
response to changing market conditions, and the status of the
economy in the Southern California communities served by the
Companies. Such statements involve inherent risks and
uncertainties, many of which are difficult to predict and are
generally beyond the control of the Companies. The Companies
caution readers that a number of important factors could cause
actual results to differ materially from those expressed in, or
implied or projected by, such forward-looking statements. Risks and
uncertainties include, but are not limited to, revenues are lower
than expected, credit quality deterioration which could cause an
increase in the provision for credit losses, the Companies’ ability
to complete future acquisitions, successfully integrate such
acquired entities, or achieve expected beneficial synergies and/or
operating efficiencies within expected time-frames or at all,
changes in consumer spending, borrowing and savings habits,
technological changes, the cost of additional capital is more than
expected, a change in the interest rate environment reduces
interest margins, asset/liability repricing risks and liquidity
risks, general economic conditions, particularly those affecting
real estate values, either nationally or in the market areas in
which the Companies do or anticipate doing business are less
favorable than expected, a slowdown in construction activity,
recent volatility in the credit or equity markets and its effect on
the general economy, loan delinquency rates, the ability of the
Companies to retain customers, changes in the bank regulatory
environment, demographic changes, demand for the products or
services of the Companies as well as their ability to attract and
retain qualified people, competition with other banks and financial
institutions, the Companies’ level of small business lending, and
other factors. If any of these risks or uncertainties materializes
or if any of the assumptions underlying such forward-looking
statements proves to be incorrect, the Companies' results could
differ materially from those expressed in, or implied or projected
by such forward-looking statements. The Companies assume no
obligation to update such forward-looking statements. For a more
complete discussion of risks and uncertainties, investors and
security holders are urged to read the section titled “Risk
Factors” in the Annual Reports on Form 10-K filed by FCAL with the
Securities and Exchange Commission (“SEC”) and the section titled
“Management Discussion and Analysis of Financial Condition and
Results of Operations” in the Annual Reports on Form 10-K filed by
PSBK with the Federal Deposit Insurance Corporation (“FDIC”), and
any other reports filed by them with the SEC and the FDIC,
respectively. The documents filed by FCAL with the SEC may be
obtained at the SEC's website at www.sec.gov. These documents may
also be obtained free of charge from FCAL by directing a request
to: First California Financial Group, Inc., 3027 Townsgate Road,
Suite 300, Westlake Village, CA 91361, Attention: Investor
Relations [Telephone (805) 322-9655]. Documents filed by PSBK with
the FDIC may be obtained at the FDIC’s website at www2.fdic.gov/efr/. PSBK documents may also be
obtained free of charge from PSBK by directing a request to:
Premier Service Bank, 3637 Arlington Avenue, Suite B, Riverside, CA
92506, Attention Investor Relations (Telephone (951) 274-2400).
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