-- PacWest Bancorp to pay $13.00 per
share of common stock of American Perspective Bank --
-- American Perspective Bank
Acquisition to Add $264 Million in Assets and 2 Branches and a Loan
Production office for PacWest Bancorp in Central Coast Region
--
PacWest Bancorp (Nasdaq:PACW) and American
Perspective Bank (OTCBB:APBA) today announced that
PacWest's wholly owned subsidiary, Pacific Western Bank, had
entered into a definitive agreement and plan of merger to acquire
all of the outstanding common stock and restricted stock of
American Perspective Bank for $58.1 million in cash, or $13.00 per
share for each share of common stock of American Perspective Bank.
American Perspective Bank had $264 million in assets at March 31,
2012, two operating branches and a loan production office. Pacific
Western Bank is a Los Angeles-based commercial bank with $5.4
billion in assets as of March 31, 2012 and 76 branches throughout
California, including 12 in the Central Coast region. Pacific
Western Bank entered the Central Coast through its acquisition of
Affinity Bank in August 2009, and increased its presence with its
acquisition of Los Padres Bank in August 2010.
On April 10, 2012, American Perspective Bank
previously announced it had entered into a definitive agreement to
be acquired by Umpqua Bank, a wholly owned subsidiary of Umpqua
Holdings Corp., for $44.7 million in cash, or $10.00 per share of
American Perspective Bank common stock. Subsequent to that
announcement, PacWest Bancorp approached American Perspective Bank
and its advisors with a significantly higher price to acquire the
company. Under the terms of its definitive agreement with
Umpqua Bank, the board of directors of American Perspective Bank
exercised its right to enter into discussions with
PacWest. Ultimately, the board determined that the $58.1
million offer from PacWest represented a significant premium to the
offer presented by Umpqua Holdings and pursuant to its fiduciary
duties and, as permitted under its agreement with Umpqua, entered
into an agreement with PacWest and terminated its agreement with
Umpqua.
Under the terms of its agreement with Umpqua,
American Perspective Bank will pay to Umpqua a termination fee of
$1.6 million, payable within 30 days of April 30, 2012, the date it
terminated its agreement with Umpqua.
The board of directors of each company has approved
this transaction. The acquisition of American Perspective Bank
by Pacific Western Bank is subject to customary conditions,
including the approval of American Perspective Bank's shareholders
and bank regulatory authorities, and is expected to close in the
third quarter of 2012. Immediately following the completion of
the acquisition, it is anticipated that American Perspective Bank
will be merged with and into Pacific Western Bank.
Matt Wagner, CEO of PacWest Bancorp and Chairman and CEO of
Pacific Western Bank, commented, "American Perspective is a great
geographic and strategic fit in our Central Coast region. The
addition of American Perspective's San Luis Obispo and Santa Maria
offices strengthens our presence in this important market, and its
Paso Robles loan production office provides opportunity for
expansion and additional organic growth in that region. We
look forward to welcoming the American Perspective customers to the
PacWest family, and continuing the tradition of high quality
banking and customer service to which they are accustomed. We
will work closely with American Perspective management to integrate
the operation over the next several months in the manner least
disruptive to the customers and the community."
Vic Santoro, PacWest's CFO, commented, "American
Perspective is a solid performing and well-managed
organization. For the first quarter of 2012 it earned $462
thousand, had a net interest margin of 4.16% and an efficiency
ratio of 60.7%. Its $185 million average loan portfolio
yielded 6.13% and its interest bearing deposit cost was 0.92%, with
total cost of deposits at 0.76%. Our purchase price represents
a multiple of 1.32 times American Perspective Bank's tangible book
value at March 31, 2012. It is expected to be nicely accretive
to our net earnings in 2013 and beyond. American Perspective
Bank's solid credit quality and similar strategic focus will
complement our franchise value."
Mark Crawford, President, CEO and Chief Credit
Officer of American Perspective Bank, said, "Pacific Western Bank
is a strong, stable California bank with a meaningful presence in
the Central Coast, including San Luis Obispo County. They are
a true relationship bank that knows the value of high quality
customer service and community orientation. Our customers and
employees will benefit greatly from the merger of our two
organizations."
Tom Madden, Chairman of the American Perspective
Bank Board of Directors commented, "In entering into this agreement
with PacWest, the Board of American Perspective Bank has both
obtained the highest value for our shareholders and also found an
excellent partner for our customers and employees going
forward. PacWest's existing presence in the Central Coast and
their commitment to customers, employees and community, will
continue the model we have established and present all of our
constituents with greater choices going forward. We are
thrilled to join this institution."
ABOUT PACWEST BANCORP
PacWest Bancorp ("PacWest") is a bank holding company with $5.4
billion in assets as of March 31, 2012, with one wholly-owned
banking subsidiary, Pacific Western Bank ("Pacific Western").
Through 76 full-service community banking branches, Pacific Western
provides commercial banking services, including real estate,
construction and commercial loans, to small and medium-sized
businesses. Pacific Western's branches are located throughout
California in Los Angeles, Orange, Riverside, San Bernardino, Santa
Barbara, San Diego, San Francisco, San Luis Obispo, San Mateo and
Ventura Counties. Through its subsidiaries, BFI Business
Finance and Celtic Capital Corporation, and its divisions, First
Community Financial and Pacific Western Equipment Finance, Pacific
Western also provides working capital financing and equipment
leasing to growing companies located throughout the United States,
with a focus on the Southwestern U.S., primarily in Arizona,
California, Utah and Texas. Additional information regarding
PacWest Bancorp is available on the Internet at
www.pacwestbancorp.com. Information regarding Pacific Western
Bank is also available on the Internet at
www.pacificwesternbank.com.
ABOUT AMERICAN PERSPECTIVE BANK
American Perspective Bank serves small-to- medium
sized businesses and professionals through locations in San Luis
Obispo, Santa Maria and Paso Robles. As of March 31, 2012, American
Perspective Bank had approximately $264 million in assets.
Additional information regarding American Perspective Bank is
available on the Internet at www.americanperspectivebank.com.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking
information about PacWest 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. Such statements involve inherent risks and
uncertainties, many of which are difficult to predict and are
generally beyond the control of the Company. We caution readers
that a number of important factors could cause actual results to
differ materially from those expressed in, implied or projected by,
such forward-looking statements. Risks and uncertainties include,
but are not limited to: lower than expected revenues; credit
quality deterioration or a reduction in real estate values could
cause an increase in the allowance for credit losses and a
reduction in net earnings; increased competitive pressure among
depository institutions; the Company's 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; settlements with the FDIC
related to our loss-sharing arrangements from the Los Padres Bank
and Affinity Bank acquisitions; the possibility that personnel
changes will not proceed as planned; the cost of additional capital
is more than expected; a change in the interest rate environment
reduces net interest margins; asset/liability repricing risks and
liquidity risks; pending legal matters may take longer or cost more
to resolve or may be resolved adversely to the Company; general
economic conditions, either nationally or in the market areas in
which the Company does or anticipates doing business, are less
favorable than expected; environmental conditions, including
natural disasters, may disrupt our business, impede our operations,
negatively impact the values of collateral securing the Company's
loans.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
For a more complete discussion of risks and uncertainties,
investors and security holders are urged to read PacWest Bancorp's
annual report on Form 10-K, quarterly reports on
Form 10-Q and other reports filed by PacWest with the
SEC. The documents filed by PacWest with the SEC may be
obtained at PacWest Bancorp's website at www.pacwestbancorp.com or
at the SEC's website at www.sec.gov. These documents may also
be obtained free of charge from PacWest by directing a request to:
PacWest Bancorp c/o Pacific Western Bank, 275 North Brea Boulevard,
Brea, CA 92821. Attention: Investor Relations. Telephone
714-671-6800.
American Perspective Bank and certain of its directors,
executive officers and other members of management and employees
may be participants in the solicitation of proxies in respect of
the proposed transaction. Information regarding American
Perspective Bank's directors and executive officers will be
available in the proxy statement mailed to shareholders in
connection with the transaction. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other
relevant materials to be mailed to shareholders in connection with
the transaction.
CONTACT: Matthew P. Wagner
Chief Executive Officer
PacWest Bancorp
10250 Constellation Boulevard
Suite 1640
Los Angeles, CA 90067
310-728-1020
310-201-0498
Mark Crawford
President, CEO and Chief Credit Officer
American Perspective Bank
4051 Broad Street
Suite 140
San Luis Obispo, CA 93401
805-547-2855
805-547-2801
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