Pacific Commerce Bank and ProAmérica Bank announce merger agreement

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LOS ANGELES–(COMMERCIAL THREAD) – Pacific Commerce Bank, a wholly owned subsidiary of Pacific Commerce Bancorp, (OTC: “PCBC”), and ProAmérica Bank (OTC: “ARLA”), today announced that they have entered into a definitive agreement for merge the two banks into the Pacific Commerce Bank. The combined institution will have total assets of approximately $ 560 million at closing and five offices in downtown Los Angeles south of San Diego County. Subject to regulatory and shareholder approval, the merger is expected to be finalized early in the second quarter of 2016. Under the terms of the agreement, Pacific Commerce Bank will operate the single branch of ProAmérica under the name ProAmérica Bank, a division of Pacific Commerce Bank.

“This transaction represents the culmination of a partnership that we have been developing for several years,” said Tom Iino, president of Pacific Commerce Bancorp and Bank. “We believe that the combination of our two banks is a win-win solution for shareholders and will allow us to better serve each of our major constituencies and the community as a whole,” he added.

Maria Salinas, President of ProAmérica Bank, said: “We are delighted to join Pacific Commerce Bank, a respected organization that places great value on the ProAmérica Bank brand. This partnership brings value to the shareholders of both banks and demonstrates an ongoing commitment to the Latin market. The combined organization will have significantly higher loan limits, more product offerings, and a branch network that will extend all the way to the Mexican border. ”

Under the definitive agreement, two directors of ProAmérica Bank will join the Boards of Directors of Pacific Commerce upon closing of the transaction. Frank Mercardante, CEO of Pacific Commerce Bank and Bancorp, said: “The combination of the two banks will provide us with better economies of scale and allow us to offer our loyal customers a wider range of banking services. The shareholders of the respective banks will benefit from greater efficiency and a larger shareholder base, which should translate into higher transaction volumes. ProAmérica’s historic customer focus will be extended geographically, encompassing a much larger market, ”he added.

Shareholders of ProAm̩rica Bank will receive $ 10.50 per PMRA common share in cash or PCBC common stock. It is expected that up to 50% of the total consideration will be paid in cash and the balance in common shares of PCBC based on an exchange rate calculated on the volume-weighted average of the last declared sale price of the shares. ordinary PCBC on the РCounter display board during the twenty (20) trading days ending on and including the fifth trading day before closing. The number of shares to be issued will become fixed if the price of PCBC common shares increases or decreases by more than 15% from $ 6.35 per share.

Sal Varela, Founding Director and Interim CEO of ProAmérica Bank, said: “The partnership with Pacific Commerce Bank provides us with a strong platform to extend community banking services to our existing customers and grow into a larger market. Our combined commitment to small business loans will bring unique expertise to clients. ”

The price of $ 10.50 represents 119% of the tangible book value per unaudited PMRA share as at September 30, 2015 and is expected to be immediately accretive to PCBC earnings in 2016. PCBC and the PMRA Board of Directors approved the merger agreement, and the directors and senior management of the PMRA entered into agreements under which they committed to vote their shares in favor of the transaction. Closing of the merger is subject to the satisfaction of customary closing conditions, including regulatory approvals and shareholder approval of PCBC and PMRA.

Pacific Commerce Bank has been advised and received a fairness opinion on the transaction from FIG Partners, LLC and Stuart | Moore served as legal counsel.

ProAmérica Bank was advised by Keefe, Bruyette & Woods, A Stifel Company and received a fairness opinion on the transaction and Manatt, Phelps and Phillips, LLP acted as legal counsel.

ProAmérica Bank has a branch located in Los Angeles and had total assets of $ 211.1 million, total deposits of $ 181.2 million, and total loans of $ 133.7 million as at September 30, 2015. Pacific Commerce Bank has four branches in Los Angeles, West Los Angeles, Chula Vista and San Diego and had total assets of $ 349.5 million, total deposits of $ 276.7 million, and total loans of 290, $ 0 million as of September 30, 2015.

About Pacific Commerce Bancorp

Pacific Commerce Bancorp is the parent company of Pacific Commerce Bank. Pacific Commerce Bank provides comprehensive deposit and loan banking solutions to small businesses, professionals and high net worth individuals from Los Angeles to the Mexican border. The Bank is a Preferred SBA Lender and operates offices in downtown Los Angeles, West Los Angeles, San Diego and Chula Vista. The common shares of Pacific Commerce Bancorp are traded on the over-the-counter market under the symbol “PCBC”. For more information please visit our website at www.pacificcommercebank.com.

About Banque ProAmérica

ProAmérica Bank provides a full range of financial services, including credit and deposit products, SBA loan products, cash management and online banking services for businesses, professionals, non-profit organizations and high net worth individuals from its head office at 888 West Sixth Street, Second Floor, Los Angeles, California 90017-2728. Product and service information can be obtained by calling (213) 613-5000 or by visiting the Bank’s website at www.PROAMERICABANK.com.

Forward-looking statements

Statements made in this press release, other than those concerning historical financial information, may be considered as forward-looking statements, which speak only as of the date of this press release and are based on current expectations and involve a number of hypotheses. These include statements on the expected benefits of the merger, including future financial and operational results, cost savings and increased revenues that can be realized through the merger as well as other statements of expectations. regarding the merger and any other statement regarding future results or expectations. . PCBC and the PMRA wish these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include such statement for the purposes of these safe harbor provisions. The respective capacities of companies to predict the results or the actual effect of future plans or strategies are inherently uncertain. Factors that could have a material effect on the operations and future prospects of each of PCBC and PMRA and the resulting company include, but are not limited to: the activities of PCBC and / or PMRA may not be integrated successfully or this integration may be more difficult, time consuming or expensive than expected; revenue synergies and cost savings expected from the merger may not be fully realized or realized on schedule; revenues from the merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the merger; the ability to obtain the required regulatory and shareholder approvals, and the ability to complete the merger on time may be more difficult, longer or more expensive than expected; changes in interest rates, general economic conditions, legislative / regulatory changes, monetary and fiscal policies of the US government, including the policies of the US Treasury and the Federal Reserve Board of Governors; the quality and composition of loan and securities portfolios; demand for loan products; flow of deposits; competetion; the demand for financial services in the respective business markets; their implementation of new technologies; their ability to develop and maintain secure and reliable electronic systems; and the accounting principles, policies and guidelines, as well as other risk factors detailed from time to time. PCBC and the PMRA do not undertake to update or clarify these forward-looking statements, whether as a result of new information, future events, or otherwise.

Additional information about the proposed transaction and where to find it

This communication does not constitute an offer to sell or the solicitation of an offer to buy securities or a solicitation of a vote or approval. In connection with the proposed transaction, Pacific Commerce Bancorp expects to prepare and file with the California Department of Business Oversight certain applications containing, among other things, a proxy circular / joint prospectus and other documents relating to the proposed merger. . INVESTORS ARE URGED TO READ THE JOINT PROXY / PROSPECTUS STATEMENT (INCLUDING ALL RELATED AMENDMENTS AND SUPPLEMENTS) AND OTHER RELEVANT DOCUMENTS PROVIDED BY THE PACIFIC COMMERCE BANCORP, THE PACIFIC COMMERCE BANK AND THE SERICA ELLA BANK AND THE SERICA ELLA BANK AVAILABLE PROPOSED OPERATION.

Investors may obtain free copies of the Proxy Circular / Joint Prospectus and other relevant documents prepared by Pacific Commerce Bancorp and ProAmérica Bank (if and when they become available) by contacting Pacific Commerce Bancorp at www.pacificcommercebank.com
or Banque ProAmérica at www.PROAMERICABANK.com.


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