Bank of Commerce Holdings and Merchants Holding Company Announce Election Deadline
January 18 2019 - 4:00PM
Bank of Commerce Holdings (NASDAQ: “BOCH”), a $1.3 billion
asset bank holding company and parent company of Redding Bank of
Commerce (“RBC”), and Merchants Holding Company (“Merchants”), the
holding company for The Merchants National Bank of Sacramento,
hereby jointly announce that the deadline for Merchants’
shareholders to elect to receive the merger consideration (pursuant
to the Agreement and Plan of Merger between the parties, dated as
of October 4, 2018 (the “Merger Agreement”)) of stock, cash, or a
unit consisting of a mix of stock and cash upon consummation of the
merger of Merchants with and into BOCH (the “Merger”) has been set
for Monday, January 28, 2019 at 5:00 p.m. Pacific Time (the
“Election Deadline”).
Elections by Merchants shareholders may be made
by mailing a completed election statement (the “Election
Statement”), which was previously mailed to Merchants shareholders
on or about November 19, 2018, to Broadridge, Inc. (“Broadridge”),
the exchange agent for the Merger. To deliver the Election
Statement to Broadridge by mail, send to Broadridge, Inc.,
ATTN: BCIS Re-Organization Dept., P.O. Box 1317, Brentwood,
New York, 11717-0693. To deliver the Election Statement to
Broadridge by hand, courier, or other expedited service, send to
Broadridge, Inc., ATTN: BCIS IWS, 51 Mercedes Way, Edgewood,
New York, 11717.
Holders of Merchants common stock who wish to
elect the type of consideration they will receive in the Merger
should carefully review and follow the instructions set forth in
the Election Statement. Merchants’ shareholders who hold their
shares in “street name” should follow their broker’s instructions
for making an election with respect to such shares. Shares of
Merchants common stock as to which the holder has not made a valid
election prior to the Election Deadline will be treated as no
election shares.
Upon completion of the Merger, each share of
Merchants common stock will be converted into the right to receive
the merger consideration pursuant to the Merger Agreement between
the parties, a copy of which is attached as Appendix A to the Proxy
Statement/Prospectus dated November 19, 2018. The Proxy
Statement/Prospectus also includes a description of the Merger
transaction.
The Merger has received all required regulatory
approvals and is expected to be completed on or about January 31,
2019.
About Bank of Commerce
Holdings
BOCH is a bank holding company headquartered in
Sacramento, California and is the parent company for RBC, which
operates under the names Redding Bank of Commerce and Sacramento
Bank of Commerce, a division of Redding Bank of Commerce. RBC is an
FDIC-insured California banking corporation providing community
banking and financial services through nine offices located in
northern California. RBC was incorporated as a California banking
corporation on November 25, 1981 and opened for business on October
22, 1982.
About Merchants Holding
Company
Merchants is a bank holding company
headquartered in Sacramento, California and is the parent company
for The Merchants National Bank of Sacramento. Established in 1921,
Merchants Bank is the oldest locally owned and operated bank in
Sacramento.
Forward-Looking Statements
This news release may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements may include
but are not limited to statements about the benefits of the
business combination transaction involving BOCH and Merchants,
including future financial and operating results, the combined
company’s plans, objectives, expectations and intentions, and other
statements that are not historical facts. These forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially from those projected, including
but not limited to the following: the possibility that the Merger
does not close when expected or at all because required regulatory,
shareholder or other approvals and other conditions to closing are
not received or satisfied on a timely basis or at all; the risk
that the benefits from the transaction may not be fully realized or
may take longer to realize than expected, including as a result of
changes in general economic and market conditions, interest and
exchange rates, monetary policy, laws and regulations and their
enforcement, and the degree of competition in the geographic and
business areas in which BOCH and Merchants operate; the ability to
promptly and effectively integrate the businesses of RBC and The
Merchants National Bank of Sacramento; the reaction to the
transaction of the companies’ customers, employees, and
counterparties; and the diversion of management time on
merger-related issues. Readers are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of
the date on which they are made and reflect management’s current
estimates, projections, expectations and beliefs.
Additional Information and Where to Find
It
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities. In
connection with the Merger, BOCH has filed a registration statement
with the Securities and Exchange Commission, which was declared
effective. The Proxy Statement/Prospectus contained in the
registration statement was mailed to shareholders of Merchants. On
December 20, 2018, the Merger was approved by Merchants’
shareholders. Investors and security holders are advised to
read the Proxy Statement/ Prospectus because it contains important
information regarding the Merger transaction. Copies of the Proxy
Statement/ Prospectus and other documents filed by BOCH with the
SEC are available free of charge at the SEC's web site
at www.sec.gov. Documents filed by BOCH may also be accessed
and downloaded for free at BOCH’s website at
www.bankofcommerceholdings.com.
Contact Information:
Randall S. Eslick, President and Chief Executive Officer
Bank of Commerce Holdings
Telephone Direct (916) 677-5800
Stephen A. Meyers, Chairman, President and Chief Executive Officer
Merchants Holding Company
Telephone Direct (916) 442-3883
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