Pacific Capital (PCBC) to Delist from Nasdaq Following Merger
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On December 1, 2012, pursuant to the terms of the Agreement and Plan of Merger, dated as of March 9, 2012 (the “Merger Agreement”), by and among UnionBanCal Corporation (“UNBC”), Pebble Merger Sub Inc. (“Merger Sub”), and Pacific Capital Bancorp (Nasdaq: PCBC), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of UNBC (the “Merger”). Pursuant to an Agreement and Plan of Merger, dated as of December 1, 2012 by and between the Company and UNBC, on December 3, 2012, the Company will merge with and into UNBC, with UNBC surviving.
In connection with the consummation of the Merger, the Company notified The Nasdaq Global Select Market (“Nasdaq”) on November 30, 2012 of such consummation and requested that Nasdaq file a Notification of Removal from Listing on Form 25 with the U.S. Securities and Exchange Commission to report that the shares of the Company’s common stock are no longer listed on Nasdaq.
Under the terms of the Merger Agreement, each outstanding share of the Company’s common stock was converted into the right to receive $46.00 in cash, without interest and less any applicable withholding taxes, other than shares owned by UNBC, the Company or any direct or indirect wholly owned subsidiary of UNBC or the Company (subject to certain exceptions), which shares were cancelled without payment.
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In connection with the consummation of the Merger, the Company notified The Nasdaq Global Select Market (“Nasdaq”) on November 30, 2012 of such consummation and requested that Nasdaq file a Notification of Removal from Listing on Form 25 with the U.S. Securities and Exchange Commission to report that the shares of the Company’s common stock are no longer listed on Nasdaq.
Under the terms of the Merger Agreement, each outstanding share of the Company’s common stock was converted into the right to receive $46.00 in cash, without interest and less any applicable withholding taxes, other than shares owned by UNBC, the Company or any direct or indirect wholly owned subsidiary of UNBC or the Company (subject to certain exceptions), which shares were cancelled without payment.
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