Item 9.01 Financial Statements and Exhibits
(d) Exhibits *
2.2 The Agreement and Plan of Reorganization and Merger by and among Central Valley Community Bancorp, Central Valley Community Bank, and Folsom Lake Bank, dated April 27, 2017.
99.1 Central Valley Community Bancorp and Folsom Lake Bank Joint Press Release dated April 27, 2017, announcing the Reorganization Agreement and Plan of Merger by and among Central Valley Community Bancorp, Central Valley Community Bank, and Folsom Lake Bank.
99.2 Central Valley Community Bancorp Investor Presentation related to the Merger by and among Central Valley Community Bancorp, Central Valley Community Bank, and Folsom Lake Bank.
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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; (7) the expected cost savings, synergies and other financial benefits for the acquisition might not be realized within the expected time frames or at all; (8) governmental approval of the acquisition may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approval of the acquisition; (9) conditions to the closing of the acquisition may not be satisfied, (10) the shareholders of Folsom Lake Bank may fail to approve the consummation of the acquisition, and (11) the other risks set forth in the Company’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2016. 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 will undertake no obligation to revise or publicly release any revision or update to the forward looking statements to reflect events or circumstances that occur after the date on which statements were made.
Central Valley Community Bancorp will file a registration statement with the SEC, including a proxy statement/prospectus and other relevant documents concerning the proposed transaction. 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 Folsom Lake Bank.
Additional Information About the Merger and Where to Find It
This Current Report on Form 8-K 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.
In connection with the proposed acquisition transaction, a registration on Form S-4 will be filed with the SEC by Central Valley Community Bancorp. The registration statement will contain a joint proxy statement/prospectus to be distributed to shareholders of Folsom Lake Bank in connection with their vote on the acquisition. Shareholders of Folsom Lake Bank are encouraged to read the Registration Statement and any other relevant documents filed with the SEC, including the joint proxy statement/prospectus that will be part of the registration statement because they will contain important information about the proposed acquisition. The final joint proxy statement /prospectus will be mailed to shareholders of Folsom Lake Bank. Investors and security holders will be able to obtain those documents and any other documents Central Valley Community Bancorp has filed with the SEC, free of charge at the SEC website www.sec.gov. In addition, documents filed with the SEC by Central Valley Community Bancorp will be available free of charge by accessing its website at www.cvcb.com under the
“Investors Relations” link, writing to Central Valley Community Bank, Dave Kinross, 7100 N. Financial Dr., Suite 101, Fresno, California 93720, or writing Folsom Lake Bank, Robert Flautt, 905 Sutter Street, Folsom, California 95630.
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Central Valley Community Bancorp hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.