First California Financial (FCAL), Premier Service Bank Enter Merger Agreement

February 28, 2012 4:15 PM EST
First California Financial Group, Inc. (Nasdaq: FCAL), and Premier Service Bank (OTCBB: PSBK) announced the signing of a definitive agreement, in which Premier Service Bank will merge into First California Bank. The transaction is expected to close during the third quarter of 2012, subject to regulatory and shareholder approvals and other customary closing conditions.

Under the terms of the merger agreement, Premier Service Bank's shareholders will receive, subject to certain adjustments, consideration of $2.0 million, or approximately $1.59 per share, in the form of FCAL common stock. Currently, this would equal 477,269 common shares and result in an exchange ratio of 0.3784 FCAL shares for each share of PSBK common stock outstanding.

First California Bank has 19 offices throughout Southern California and total assets of $1.8 billion as of December 31, 2011 (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.

Premier Service Bank has two offices, its headquarters in Riverside and a full service branch in Corona, and has total assets of $141 million as of December 31, 2011 (unaudited). The bank offers a broad spectrum of products and services to corporate, professional and individual customers.

Keefe, Bruyette & Woods, Inc. acted as financial advisor and Horgan, Rosen, Beckham & Coren, L.L.P. served as legal advisor to First California Financial Group and First California Bank. Hovde Securities, LLC acted as financial advisor and Richard E. Knecht, a Professional Corporation, served as legal adviser to Premier Service Bank.


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