Pacific Commerce Bank announces the completion of its merger with Vibra Bank

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LOS ANGELES–(COMMERCIAL THREAD) – Pacific Commerce Bank, “PFCI” (OTCQB: PFCI) today announced the completion of its merger with Vibra Bank. Shareholders of both institutions approved the transaction at separate special meetings of shareholders held on February 23, 2015. The transaction adds $ 140.0 million in assets, total deposits of $ 125.2 million and total loans. of $ 89.1 million as at December 31, 2014 to Pacific Commerce. Bank.

With the acquisition, Pacific Commerce Bank now has approximately $ 350 million in assets and will operate four branches in Los Angeles and San Diego counties. Vibra Bank’s single branch in Chula Vista will be added to Pacific Commerce Bank‘s existing branch network in Los Angeles, West Los Angeles and San Diego.

Also effective April 7, 2015 at the closing of the merger, Frank Mercardante, previously President and CEO of Vibra Bank, will continue his term as CEO of Pacific Commerce Bank. In addition, Mr. Mercardante, along with other former directors of Vibra Bank, Luis Maizel and Max Freifeld, will join the Pacific Commerce Bank board.

“The combination of these two highly respected community banks creates a strong and dynamic organization capable of delivering value to customers, shareholders and the local communities in which they serve over the long term,” said Thomas Iino, President of Pacific. Bank of Commerce. “Frank Mercardante brings over 40 years of knowledge and experience in community banking in California and a major component of this transaction has been acquiring his in-depth knowledge and leadership to continue to build on success and loyalty. Pacific Commerce Bank customers in the communities in which it serves, while adding value for our shareholders.

Frank Mercardante, the new President and CEO of Pacific Commerce Bank, said: “We are very pleased to join the employees, customers and shareholders of Pacific Commerce Bank and Vibra Bank in one company. This merger is in line with our growth plans as we continue to strengthen our leadership role in the Southern California community banking market. ”

Pursuant to the agreement and merger plan, Pacific Commerce Bank is issuing $ 5.75 million in cash and approximately 1,989,461 shares of Pacific Commerce Bank in exchange for all of the outstanding Vibra Bank shares for a total consideration of 17 , $ 4 million, assuming a value of $ 5.87 per share for the issued Pacific Commerce Bank shares. Vibra Bank shareholders will receive 4.0188 Pacific Commerce Bank shares or $ 23.59 in cash, or a combination of the two, for each Vibra Bank share they own, depending on how they elect to receive. the counterpart of the merger. In addition, cash payment will be made in lieu of any fractional Pacific Commerce Bank common share in an amount based on a price of $ 5.87 per Pacific Commerce Bank common share share.

Pacific Commerce Bank was advised in the transaction by Western Financial Corporation, as financial advisor and Stuart | Moore as legal advisor. Vibra Bank was advised by FIG Partners, LLC as financial advisor and King, Holmes, Paterno & Berliner, LLP as legal advisor.

About Pacific Commerce Bank

Founded in 2002, Pacific Commerce Bank is a commercial-oriented community bank with offices in downtown Los Angeles, west Los Angeles, San Diego and now in Chula Vista. Founded by local business owners and professionals, the Bank is focused on meeting the diverse financial needs of its clients and offers a full range of loan, deposit and treasury management products and is a preferred lender of the SBA. For more information about the Bank, please visit our website at www.pacificcommercebank.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 about 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. . PFCI intends that such forward-looking statements are covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes such statement for the purposes of these safe harbor provisions. The ability of PFCI to predict the actual results or effect of future plans or strategies is inherently uncertain. Factors that could have a material effect on the operations and future prospects of PFCI include, but are not limited to: the activities may not be integrated successfully or such integration may be more difficult, longer or more 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; 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; demand for financial services in PFCI market areas; the implementation of new technologies; the 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. PFCI will assume no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.


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