Central Valley Community Bancorp (NASDAQ: CVCY), a bank holding
company headquartered in Fresno, California, and Visalia Community
Bank (OTCBB: VSMU), headquartered in Visalia, California, jointly
announced today that a definitive merger agreement has been signed
by both parties. Under the terms of the agreement, Visalia
Community Bank, with four branches in Visalia and one branch in
Exeter, will merge with Central Valley Community Bancorp's
subsidiary, Central Valley Community Bank. The transaction is
subject to customary closing conditions, including regulatory
approvals and approval by Visalia Community Bank's shareholders.
The Central Valley Community Bancorp and Visalia Community Bank
boards of directors have unanimously approved the transaction,
which is expected to close in the second quarter of 2013.
The transaction is initially valued at approximately $22.1
million or $52.00 per share to Visalia Community Bank shareholders.
The purchase price is to be paid half in cash and half in Central
Valley Community Bancorp common stock. Based on a value of $8.75
per share of Central Valley Community Bancorp common stock, using
the 30-day volume weighted average trading price at the time when
the principal terms of the agreement were being established, in the
aggregate approximately 1.263 million shares of Central Valley
Community Bancorp common stock would be issued and $11,050,000
would be paid in cash. As a result, Visalia Community Bank
shareholders would be entitled to receive approximately $26.00 and
2.97 shares of Central Valley Community Bancorp common stock per
share. The total purchase price is subject to adjustments and
closing conditions, including potential adjustments if the volume
weighted average trading price of Central Valley Community Bancorp
common shares rises or falls beyond certain levels prior to
closing.
The Central Valley Community Bancorp and Central Valley
Community Bank directors and management team, led by Daniel J.
Doyle, president and CEO, will continue to lead the combined team
of professional bankers. F. T. "Tommy" Elliott IV, chairman of the
board of directors of Visalia Community Bank, will join Central
Valley Community Bancorp's board of directors upon completion of
the acquisition. This merger with Visalia Community Bank will
become the third acquisition for Central Valley Community Bancorp,
which acquired Service 1st Bancorp and its subsidiary Service 1st
Bank on November 12, 2008, and Bank of Madera County on January 1,
2005.
As of September 30, 2012, on a pro forma consolidated basis with
Visalia Community Bank, Central Valley Community Bancorp would have
had approximately $1.078 billion in total assets, with 23 branches
throughout California's San Joaquin Valley.
"Both banking institutions are well known for their excellent
customer service and community advocacy, which will not change as a
result of the merger. Once approved, the merger will complete
another step in our long-term strategy to increase our presence
throughout California's San Joaquin Valley by adding offices in
Tulare County, complementing our 17 existing offices in the
northern Valley counties of Fresno, Madera, Merced, Stanislaus,
Sacramento and San Joaquin. This growth allows Central Valley
Community Bank to further accommodate an increasing customer base
in the communities of Visalia and Exeter. We believe that the
expansion into Tulare County will provide long-term opportunities
for businesses, customers, employees, the community, and our Bank,"
stated Daniel J. Doyle, president and CEO of Central Valley
Community Bancorp and Central Valley Community Bank.
"Additionally, the merger will provide Visalia Community Bank
customers with more convenient locations throughout the San Joaquin
Valley, as well as offer new advancement and geographic
opportunities for their employees. We are pleased to have Visalia
Community Bank employees join our team of professional community
bankers who are focused on providing a full array of competitive
financial services to meet the needs of businesses, professionals,
agribusiness and consumers for the communities we serve," concluded
Doyle.
"Visalia Community Bank's quality service standards,
philosophies and corporate culture are consistent with those of
Central Valley Community Bank. While the nation has seen a
continuing trend in bank consolidations through mergers and
acquisitions in recent years, few of these 'bank marriages' promise
a better fit than the marriage between Visalia Community Bank and
Central Valley Community Bancorp," stated Tom Beene, president and
CEO of Visalia Community Bank.
"Over the past 35 years, Visalia Community Bank has provided
exceptional community banking service of the highest caliber to
residents and businesses, allowing successful growth in Tulare
County. Central Valley Community Bank has likewise effectively and
profitably grown throughout the San Joaquin Valley through branch
expansion and the enhancement of banking products and services to
fulfill customer demands," Beene said.
Central Valley Community Bancorp trades on the NASDAQ stock
exchange under the symbol CVCY and as of September 30, 2012
reported assets of $887,000,000. Central Valley Community Bank,
headquartered in Fresno, California, was founded in 1979 and is the
sole subsidiary of Central Valley Community Bancorp. Central Valley
Community Bank currently operates 17 full service offices in
Clovis, Fresno, Kerman, Lodi, Madera, Merced, Modesto, Oakhurst,
Prather, Sacramento, Stockton, and Tracy, California. Additionally,
the Bank operates Commercial Real Estate Lending, SBA Lending and
Agribusiness Lending Departments. Investment services are provided
by Investment Centers of America and insurance services are offered
through Central Valley Community Insurance Services LLC. Members of
Central Valley Community Bancorp's and the Bank's Board of
Directors are: Daniel N. Cunningham (Chairman), Sidney B. Cox,
Edwin S. Darden, Jr., Daniel J. Doyle, Steven D. McDonald, Louis
McMurray, William S. Smittcamp, Joseph B. Weirick and Wanda L.
Rogers (Director Emeritus). More information about Central Valley
Community Bancorp and Central Valley Community Bank can be found at
www.cvcb.com, Facebook and Twitter.
Visalia Community Bank, headquartered in Visalia, California,
reported assets as of September 30, 2012 of $200,373,000. Visalia
Community Bank was founded in 1977 and operates five full service
branch offices in Visalia and Exeter. Additional information about
Visalia Community Bank can be found at www.vcb.com.
Central Valley Community Bancorp received a fairness opinion
from Sandler O' Neill + Partners, LP, and Downey Brand LLP served
as legal advisor. Visalia Community Bank received advisory service
and a fairness opinion from FIG Partners, LLC, and its legal
counsel was King, Holmes, Paterno & Berliner.
Forward-looking Statements -- Certain
matters discussed in this press release constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements contained herein that are not
historical facts, such as statements regarding the Company's
current business strategy and the Company's plans for future
development and operations, are based upon current expectations.
These statements are forward-looking in nature and involve a number
of risks and uncertainties. Such risks and uncertainties include,
but are not limited to (1) significant increases in competitive
pressure in the banking industry; (2) the impact of changes in
interest rates, a decline in economic conditions at the
international, national or local level on the Company's results of
operations, the Company's ability to continue its internal growth
at historical rates, the Company's ability to maintain its net
interest margin, and the quality of the Company's earning assets;
(3) changes in the regulatory environment; (4) fluctuations in the
real estate market; (5) changes in business conditions and
inflation; (6) changes in securities markets; and (7) the other
risks set forth in the Company's reports filed with the Securities
and Exchange Commission ("SEC"), including its Annual Report on
Form 10-K for the year ended December 31, 2011. Therefore, the
information set forth in such forward-looking statements should be
carefully considered when evaluating the business prospects of the
Company.
Central Valley Community Bancorp and Visalia Community bank will
file a registration statement, a joint proxy statement/prospectus
and other relevant documents concerning the proposed transaction
with the SEC. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. WE URGE INVESTORS TO READ THE
PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH
THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE
IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. After it is filed with the SEC, the proxy
statement/prospectus will be available for free, both on the SEC
website (http://www.sec.gov) and from Central Valley Community
Bancorp and Visalia Community Bank.
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