On May 4, 2018, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of January 10, 2018 (the Merger Agreement), by and among Heritage Commerce Corp, a California corporation (Heritage), Heritage Bank of Commerce, a California chartered bank and wholly owned subsidiary of Heritage (HBC), United American Bank, a California chartered bank (United American), and ATBancorp, an Iowa corporation (ATBancorp), United American merged with and into HBC with HBC continuing as the surviving bank (the Merger).
Pursuant to the terms of the Merger Agreement, upon completion of the Merger, each outstanding United American common share, no par value per share (United American Common Stock), and each common stock equivalent underlying the United American Series D Preferred Stock and Series E Preferred Stock, was converted into the right to receive 2.1644 shares of Heritage common stock, no par value per share (Heritage Common Stock). Each share of the United American Series A Preferred Stock and the Series B Preferred Stock was converted into the right to receive $1,000 cash per share.
As a result of the Merger, Heritage will deliver 2,826,130 shares of Heritage Common Stock to the former holders of United American Common Stock, Series D Preferred Stock, and Series E Preferred Stock, or 6.6% of the outstanding shares of Heritage Common Stock immediately after the Merger.
ATBancorp, a bank holding company headquartered in Dubuque, Iowa owned approximately 83% of United American Common Stock and all of its preferred stock prior to the closing. Following the Merger, ATBancorp will own approximately 5.4% of the issued and outstanding Heritage Common Stock.
On May 7, 2018 Heritage issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto.