SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP COMPLETE MERGER OF EQUALS
31 Luglio 2024 - 10:50PM
Southern California Bancorp (NASDAQ: BCAL), the holding company for
Bank of Southern California, N.A., and California BanCorp, the
holding company for California Bank of Commerce, announce the
successful closing of their previously announced merger of equals.
Effective July 31, 2024, California BanCorp has merged with and
into Southern California Bancorp, and California Bank of Commerce
has merged with and into Bank of Southern California, N.A. The
combined holding company has assumed the California BanCorp name,
and the combined bank has assumed the California Bank of Commerce,
N.A. name. The combined holding company will trade on the Nasdaq
Capital Market under the symbol “BCAL.”
“We are pleased to announce the closing of a
transaction that brings together two leading commercial banks to
form a state-wide California commercial banking franchise that
serves all of our state’s major markets,” said David Rainer,
Executive Chairman of California Bancorp. “We are grateful for the
hard work, perseverance and collaborative efforts of our directors
and management teams to make this merger possible. Going forward,
the combined company’s board of directors will consist of six
directors selected from each of the merging companies. On behalf of
Steve Shelton and myself, we thank all the departing directors for
the leadership they have provided to both banks over the
years.”
“We are excited to announce the completion of
this merger of two highly compatible banking institutions and begin
this new chapter,” said Steven Shelton, Chief Executive Officer of
California BanCorp. “We look forward to building a franchise with
greater scale and an expanded suite of products and service
offerings which will allow us to deliver exceptional service to our
clients and generate significant value to our shareholders.”
At the effective time of the merger on July 31,
2024, each share of California BanCorp common stock was converted
into the right to receive 1.59 shares of Southern California
Bancorp common stock. The resulting company, with total assets of
approximately $4.2 billion, retains the banking offices of both
banks, adding California Bank of Commerce’s one full-service bank
branch and its four loan production offices in the Bay Area to Bank
of Southern California, N.A.’s 13 full-service bank branches
located throughout the Southern California region.
The combined holding company’s Board of
Directors consists of 12 directors: six from Southern California
Bancorp and six from California BanCorp:
- Andrew Armanino
- Stephen Cortese
- Kevin Cullen
- Frank Di Tomaso
- Rochelle Klein
- Lester Machado
- Richard Martin
- Frank Muller
- David Rainer
- Steve Shelton
- David Volk
- Anne Williams
Banking locations for Bank of Southern
California, N.A. and California Bank of Commerce will begin to
operate under the new California Bank of Commerce, N.A. name as of
August 1, 2024, while full integration is anticipated to take place
by September 23, 2024. At this time, customers will not experience
any changes to their banking and should continue using their
current banking locations, checks, bank cards, online banking and
other banking services. Signage and documents will begin to reflect
the California Bank of Commerce, N.A. name following the
integration of the companies’ banking systems.
About California BanCorp
California BanCorp (NASDAQ: BCAL) is a
registered bank holding company headquartered in San Diego,
California. California Bank of Commerce, 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 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 14
branch offices and four loan production offices serving Northern
and Southern California. 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.bankcbc.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”), 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 ability to complete
the 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 the combined company; difficulties in retaining senior
management, employees or customers; the dilution caused by SCB’s
issuance of additional shares in connection with the Merger; 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 the combined company. Additional factors that could
cause results to differ materially from those described above can
be found in SCB’s Annual Report on Form 10-K for the year ended
December 31, 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.bankcbc.com, and in other
documents that SCB files 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. SCB does assume 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.
INVESTOR RELATIONS CONTACT
Kevin Mc CabeCalifornia
BanCorpkmccabe@bankcbc.com818.637.7065
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