Southern California Bancorp (NASDAQ: BCAL), the holding company for
Bank of Southern California, N.A., and California BanCorp (NASDAQ:
CALB), the holding company for California Bank of Commerce, jointly
announce the execution of a definitive merger agreement, pursuant
to which the companies will combine in an all-stock merger valued
at approximately $233.6 million, or $26.54 per share of California
BanCorp, based on the closing price of Southern California Bancorp
on January 29, 2024.
Transaction Highlights
- Creates a premier California financial institution with
approximately $4.6 billion in assets by combining two high
performing franchises with footprints in the state’s two best
markets for mid-market business banking
- True merger of equals uniting top talent of two institutions
with shared vision, values, and client-centric focus
- Enhanced scale allows further investment in technology to
better manage risk, increase efficiency and enhance the client
experience
- Adds complementary business lines and diversified lending
verticals to each client base
“This merger of equals brings together two premier California
business banks to create a franchise with a footprint that covers
the two most attractive markets in California,” said David Rainer,
Chairman and CEO of Southern California Bancorp. “Our two companies
share the same vision and values with a customer-centric focus on
providing outstanding service to mid-market businesses. We believe
this combination, resulting in increased size and scale, will drive
improved profitability and increase shareholder value. It also
offers customers increased product offerings and lending limits, as
well as access to branches in both Northern and Southern
California. The merger will also provide employees of both
companies with increased career opportunities. I am very excited to
work with Steven Shelton and his impressive team to build what we
believe will be the premier business banking franchise in
California.”
“The expanded scale and capabilities we will have as a result of
this merger will enhance our ability to continue adding attractive
full banking relationships with commercial clients that provide
operating deposit accounts and high quality lending opportunities,
as well as enabling us to move up market and work with larger
businesses,” said Steven Shelton, Chief Executive Officer of
California BanCorp. “This merger is bringing together two highly
compatible institutions with similar cultures, a relationship-based
approach and commercial banking expertise, with strong deposit
bases that will offer opportunities for growth in various lending
verticals. With our combined capabilities, we believe that we will
be well positioned to consistently generate profitable growth and
further enhance the value of our franchise in the years to
come.”
“We believe this merger will benefit all our constituents,
including shareholders, employees, and the clients that we serve,”
said Stephen Cortese, Chairman of California BanCorp. “Over the
past several years, we have made investments in talent and
technology that strengthened our franchise and led to the strong
growth we have seen in our client base, increased efficiencies, and
improved profitability. This merger will accelerate the growth of
our franchise and further improve our ability to create long-term
value for shareholders.”
Transaction Details
Under the terms of the definitive agreement, which has been
unanimously approved by the boards of directors of Southern
California Bancorp and California BanCorp, each outstanding share
of California BanCorp common stock will be exchanged for the right
to receive 1.590 shares of Southern California Bancorp common
stock. As a result of the transaction, Southern California Bancorp
shareholders will own approximately 57.1% of the outstanding shares
of the combined company and California BanCorp shareholders will
own approximately 42.9% of the outstanding shares of the combined
company.
Name, Branding Headquarters and Markets
The companies will evaluate rebranding with new names and logos
for the combined company and bank at the close of the transaction.
The combined company’s common stock will continue to trade on the
Nasdaq Capital Market.
Corporate headquarters will be located in San Diego, Calif.
The combined company’s Southern California footprint will
include Bank of Southern California’s 13 branches that serve Los
Angeles, Orange, San Diego, and Ventura counties, and the Inland
Empire. The combined company’s Northern California footprint will
include the California Bank of Commerce branch in Contra Costa
County and its four loan production offices serving Alameda, Contra
Costa, Sacramento, and Santa Clara counties.
Governance and Leadership
The combined company’s Board of Directors will consist of six
directors from Southern California Bancorp, inclusive of Mr.
Rainer, and six directors from California BanCorp, inclusive of Mr.
Shelton. A lead independent director will be appointed after
closing.
David Rainer, Chairman of Southern California Bancorp, will
serve as Executive Chairman of the combined company, bank and
boards.
Steven Shelton, Chief Executive Officer of California BanCorp,
will serve as Chief Executive Officer and director of the combined
company and the combined bank.
Richard Hernandez, President of Southern California Bancorp,
will serve as President of the combined company and combined
bank.
Thomas Sa, President, Chief Financial Officer and Chief
Operating Officer of California BanCorp will serve as Chief
Operating Officer of the combined company and combined bank.
Thomas Dolan, Chief Financial Officer and Chief Operating
Officer of Southern California Bancorp will serve as Chief
Financial Officer of the combined company and Chief Strategy
Officer of the combined bank.
Timing and Approvals
The transaction is expected to close in the third quarter of
2024, subject to satisfaction of customary closing conditions,
including receipt of required regulatory approvals and approvals
from Southern California Bancorp and California BanCorp
shareholders.
Members of the board of directors of each of Southern California
Bancorp and California BanCorp have entered into agreements
pursuant to which they have committed to vote their shares of
common stock in favor of the merger of California BanCorp with and
into Southern California Bancorp.
For additional information about the proposed merger of
California BanCorp with and into Southern California Bancorp,
shareholders are encouraged to carefully read the definitive
agreement that will be filed with the Securities and Exchange
Commission (“SEC”).
Advisors
MJC Partners acted
as financial advisor to Southern California Bancorp and delivered a
fairness opinion to their Board of Directors. Stuart Moore Staub
acted as legal counsel to Southern California Bancorp. Keefe,
Bruyette and Woods, A Stifel Company acted as financial advisor to
California BanCorp and delivered a fairness opinion to their Board
of Directors. Sheppard, Mullin, Richter & Hampton LLP served as
legal counsel to California BanCorp.
Investor Presentation Details
A presentation regarding the merger announcement has been filed
with the SEC and can be accessed at www.banksocal.com through the
“investor relations” link.
ABOUT SOUTHERN CALIFORNIA BANCORP AND BANK OF SOUTHERN
CALIFORNIA, N.A.
Southern California Bancorp (NASDAQ: BCAL) is a registered bank
holding company headquartered in San Diego, California. Bank of
Southern California, N.A., a national banking association chartered
under the laws of the United States (the “Bank”) and regulated by
the Office of Comptroller of the Currency, is a wholly owned
subsidiary of Southern California Bancorp. Established in 2001 and
headquartered in San Diego, California, the Bank offers a range of
financial products and services to individuals, professionals, and
small- to medium-sized businesses through its 13 branch offices
serving Orange, Los Angeles, Riverside, San Diego, and Ventura
counties, as well as the Inland Empire. The Bank's
solutions-driven, relationship-based approach to banking provides
accessibility to decision makers and enhances value through strong
partnerships with its clients. Additional information is available
at www.banksocal.com.
ABOUT CALIFORNIA BANCORP AND CALIFORNIA BANK OF
COMMERCE
California BanCorp, the parent company for California Bank of
Commerce, offers a broad range of commercial banking services to
closely held businesses and professionals located throughout
Northern California. The Company’s common stock trades on the
Nasdaq Global Select marketplace under the symbol CALB. For more
information on California BanCorp, please visit our website at
www.californiabankofcommerce.com.
FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking
statements, including but not limited to certain plans,
expectations, projections and statements about the benefits of the
proposed merger (the “Merger”) of Southern California Bancorp
(“SCB”) and California BanCorp (“CBC”), the timing of completion of
the Merger, and other statements that are not historical facts.
Such statements are subject to numerous assumptions, risks, and
uncertainties. All statements other than statements of historical
fact, including statements about beliefs and expectations, are
forward-looking statements. Forward-looking statements may be
identified by words such as “expect,” “anticipate,” “believe,”
“intend,” “estimate,” “plan,” “target,” “goal,” or similar
expressions, or future or conditional verbs such as “will,” “may,”
“might,” “should,” “would,” “could,” or similar variations. The
forward-looking statements are intended to be subject to the safe
harbor provided by the Private Securities Litigation Reform Act of
1995.
Factors that could cause or contribute to results differing from
those in or implied in the forward-looking statements include but
are not limited to the occurrence of any event, change or other
circumstances that could give rise to the right of SCB or CBC to
terminate their agreement with respect to the Merger; the outcome
of any legal proceedings that may be instituted against SCB or CBC;
delays in completing the Merger; the failure to obtain necessary
regulatory approvals (and the risk that such approvals impose
conditions that could adversely affect the combined company or the
expected benefits of the Merger); the failure to obtain shareholder
approvals or to satisfy any of the other conditions to the Merger
on a timely basis or at all; the ability to complete the Merger and
integration of SCB and CBC successfully; costs being greater than
anticipated; cost savings being less than anticipated; changes in
economic conditions; the risk that the Merger disrupts the business
of SCB, CBC or both; difficulties in retaining senior management,
employees or customers; the impact of bank failures or other
adverse developments at other banks on general investor sentiment
regarding the stability and liquidity of banks; and other factors
that may affect the future results of SCB and CBC. Additional
factors that could cause results to differ materially from those
described above can be found in SCB’s amended Registration
Statement on Form 10 filed on April 24, 2023, which is on
file with the Securities and Exchange Commission (the “SEC”) and is
available in the “Investor Relations” section of SCB’s website,
www.banksocal.com, in CBC’s Annual Report on
Form 10-K for the year ended December 31, 2022 which
is on file with the SEC and is available in the “Investor
Relations” section of CBC’s website,
www.californiabankofcommerce.com, and in other documents that SCB
and CBC file with the SEC. Investors may obtain free copies of
these documents and other documents filed with the SEC on its
website at www.sec.gov.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither SCB nor CBC assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Merger, SCB will file with the SEC a
Registration Statement on Form S-4 that will include a
joint proxy statement of SCB and CBC and a prospectus of SCB, as
well as other relevant documents concerning the proposed
transaction. Certain matters in respect of the Merger will be
submitted to SCB’s and CBC’s shareholders for their consideration.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities, in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Investors and shareholders are urged to read the registration
statement and the joint proxy statement/prospectus regarding the
Merger when they become available and any other relevant documents
filed with the SEC in connection with the Merger because they will
contain important information.
Investors will be able to obtain a free copy of the definitive
joint proxy statement/prospectus, as well as other filings
containing information about SCB and CBC, without charge, at the
SEC’s website, www.sec.gov. Copies of the joint proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the joint proxy statement/prospectus
can also be obtained, without charge, in the “Investor Relations”
section of SCB’s website at www.banksocal.com (for SCB’s filings)
and in the “Investor Relations” section of CBC’s website,
www.californiabankofcommerce.com (for CBC’s filings).
PARTICIPANTS IN THE SOLICITATION
SCB, CBC and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of SCB and CBC in connection with the
Merger. Information regarding SCB’s directors and executive
officers and their ownership of SCB common stock is available in
SCB’s definitive proxy statement for its 2023 annual meeting of
shareholders filed with the SEC on June 13, 2023 and other
documents filed by SCB with the SEC. Information regarding CBC’s
directors and executive officers and their ownership of CBC common
stock is available in CBC’s definitive proxy statement for its 2023
annual meeting of shareholders filed with the SEC on April 20, 2023
and other documents filed by CBC with the SEC. Other information
regarding the participants in the proxy solicitation and their
ownership of common stock will be contained in the joint proxy
statement/prospectus relating to the Merger. Free copies of these
documents may be obtained as described in the preceding
paragraph.
INVESTOR RELATIONS CONTACTKevin Mc CabeBank of
Southern Californiakmccabe@banksocal.com818.637.7065
Thomas A. SaCalifornia
BanCorptsa@bankcbc.com510.457.3775
Southern California Banc... (NASDAQ:BCAL)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Southern California Banc... (NASDAQ:BCAL)
Historical Stock Chart
Von Jul 2023 bis Jul 2024