First California (FCAL), Premier Service Bank Enter Merger Agreement
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First California Financial Group, Inc. (Nasdaq: FCAL), or FCAL, the holding company of First California Bank, or FCB, and Premier Service Bank, or PSBK, today announced the signing on July 9, 2012 of Amendment No. 1 (the “Amendment”) to their definitive agreement dated February 27, 2012 (the “Merger Agreement”), pursuant to which PSBK will merge into FCB. The transaction is now expected to close late in the third quarter or early in the fourth quarter of 2012, subject to regulatory and shareholder approvals and other customary closing conditions.
Under the terms of the Amendment, PSBK’s shareholders will continue to receive, subject to certain adjustments, consideration of $2.0 million, or approximately $1.59 per share, in the form of FCAL common stock. As a result of increases in the value of FCAL common stock since the signing of the original Merger Agreement, the number of shares of FCAL common stock to be received by the PSBK shareholders has been reduced from 477,269 shares to 293,626 shares, using a value of $6.81 per share. This change also resulted in a reduction in the exchange ratio from 0.3784 FCAL shares to 0.2328 FCAL shares for each share of PSBK common stock outstanding. The Amendment increased the upper threshold for FCAL’s Closing Price, as defined in the Merger Agreement, to $7.83 from $5.03, where if the Closing Price exceeds the upper threshold, FCAL may terminate the Merger Agreement without liability. The Amendment also increased the lower threshold for FCAL’s Closing Price to $5.79 from $3.35, where if the Closing Price does not reach the lower threshold, PSBK may terminate the Merger Agreement without liability. Last, the Amendment extended the outside closing date for the Merger to December 31, 2012 from August 31, 2012.
As previously announced, the parties anticipate that Mr. Pendergast will serve after the closing as Market President for the two branch offices of PSBK being acquired as part of the merger and FCB’s branch office in Redlands, California.
FCB has 15 offices throughout Southern California and total assets of $2.0 billion at June 30, 2012 (unaudited). The bank serves small and mid-sized businesses, professionals and entrepreneurs, and high-net-worth individuals with an integrated product set of private client services, business banking and treasury management capabilities.
PSBK has two offices, its headquarters in Riverside and a full service branch in Corona, and has total assets of $139 million as of March 31, 2012 (unaudited). The bank offers a broad spectrum of products and services to corporate, professional and individual customers.
Keefe, Bruyette & Woods, Inc. continues to act as financial advisor and Horgan, Rosen, Beckham & Coren, L.L.P. continues to serve as legal advisor to FCAL and FCB. Hovde Securities LLC continues to act as financial advisor and Richard E. Knecht A Professional Corporation continues to serve as legal advisor to PSBK.
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Under the terms of the Amendment, PSBK’s shareholders will continue to receive, subject to certain adjustments, consideration of $2.0 million, or approximately $1.59 per share, in the form of FCAL common stock. As a result of increases in the value of FCAL common stock since the signing of the original Merger Agreement, the number of shares of FCAL common stock to be received by the PSBK shareholders has been reduced from 477,269 shares to 293,626 shares, using a value of $6.81 per share. This change also resulted in a reduction in the exchange ratio from 0.3784 FCAL shares to 0.2328 FCAL shares for each share of PSBK common stock outstanding. The Amendment increased the upper threshold for FCAL’s Closing Price, as defined in the Merger Agreement, to $7.83 from $5.03, where if the Closing Price exceeds the upper threshold, FCAL may terminate the Merger Agreement without liability. The Amendment also increased the lower threshold for FCAL’s Closing Price to $5.79 from $3.35, where if the Closing Price does not reach the lower threshold, PSBK may terminate the Merger Agreement without liability. Last, the Amendment extended the outside closing date for the Merger to December 31, 2012 from August 31, 2012.
As previously announced, the parties anticipate that Mr. Pendergast will serve after the closing as Market President for the two branch offices of PSBK being acquired as part of the merger and FCB’s branch office in Redlands, California.
FCB has 15 offices throughout Southern California and total assets of $2.0 billion at June 30, 2012 (unaudited). The bank serves small and mid-sized businesses, professionals and entrepreneurs, and high-net-worth individuals with an integrated product set of private client services, business banking and treasury management capabilities.
PSBK has two offices, its headquarters in Riverside and a full service branch in Corona, and has total assets of $139 million as of March 31, 2012 (unaudited). The bank offers a broad spectrum of products and services to corporate, professional and individual customers.
Keefe, Bruyette & Woods, Inc. continues to act as financial advisor and Horgan, Rosen, Beckham & Coren, L.L.P. continues to serve as legal advisor to FCAL and FCB. Hovde Securities LLC continues to act as financial advisor and Richard E. Knecht A Professional Corporation continues to serve as legal advisor to PSBK.
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