Shareholders of CU Bancorp and 1st Enterprise Bank Approve Merger of 1st Enterprise Bank into California United Bank
November 17 2014 - 9:05AM
Business Wire
CU Bancorp (NASDAQ:CUNB) today announced that at its Annual
Meeting of Shareholders held on November 14, 2014 its shareholders
approved the Agreement and Plan of Merger dated June 2, 2014, as
amended and the merger of 1st Enterprise Bank (OTCQB:FENB) with and
into CU Bancorp’s wholly owned subsidiary California United Bank,
with California United Bank as the surviving bank (“Merger”). Also
on November 14, 2014, at the 1st Enterprise Bank Annual Meeting of
Shareholders the shareholders of 1st Enterprise Bank overwhelmingly
approved the Merger.
CU Bancorp shareholders representing 73.6% of the outstanding
shares voted in favor of the Merger. Of those voting on the Merger,
99.7% of the shares voted in favor of the Merger. 1st Enterprise
Bank shareholders representing 83.3% of the outstanding shares
voted in favor of the Merger. Of those voting on the merger 99.9%
voted in favor of the Merger. The U.S. Treasury which is the sole
holder of the 1st Enterprise Non-Cumulative Perpetual Preferred
Stock, Series D also voted in favor of the Merger.
At closing, shareholders of 1st Enterprise will receive a fixed
exchange ratio of 1.3450 shares of CU Bancorp common stock for each
share of 1st Enterprise common stock. Based on the CU Bancorp stock
price as of November 13, 2014 of $19.53, total consideration for
each 1st Enterprise share would be equivalent to $26.27.
All necessary regulatory approvals for the Merger have been
received and the transaction is expected to close on or about
November 30, 2014.
Shareholders of CU Bancorp also voted in favor of re-election of
the existing Board of Directors and in favor of an amendment and
restatement of the CU Bancorp Equity and Incentive Plan to: 1)
permit the grant of performance based awards that are not subject
to the deduction limitations of Section 162(m) of the Internal
Revenue Code, 2) prohibit the re-pricing of previously granted
options, 3) eliminate a provision of the plan that provides for an
automatic annual increase in the shares of common stock available
for awards under the plan and 4) extend the term of the plan to
July 31, 2024.
About CU Bancorp and California United Bank
CU Bancorp is the parent of California United Bank. Founded in
2005, California United Bank provides a full range of financial
services, including credit and deposit products, cash management,
and internet banking to businesses, non-profits, entrepreneurs,
professionals and investors throughout Southern California from
offices in the San Fernando Valley, the Santa Clarita Valley, the
Conejo Valley, Simi Valley, Los Angeles, South Bay, and Orange
County. California United Bank is an SBA Preferred Lender. To view
CU Bancorp’s most recent financial information, please visit the
Investor Relations section of the Company’s Web site. Information
on products and services may be obtained by calling (818) 257-7700
or visiting the Company’s Web site at www.cunb.com.
About 1st Enterprise Bank
Founded in 2006, 1st Enterprise Bank is a full service
independent commercial banking institution, whose highly
experienced bankers personally serve Southern California
entrepreneurial businesses, professional firms and nonprofit
organizations, along with their owners and key managers.
Headquartered in the Los Angeles financial district, with full
service regional banking offices in Irvine and Ontario and an LPO
in Woodland Hills, 1st Enterprise Bank offers a full range of
credit and depository services, with special emphasis on superior
customer service, sophisticated cash management services and direct
access to bank decision makers. Customers work directly with a
dedicated Relationship Manager, a seasoned professional who
understands their unique challenges serving as a sounding board and
an active participant in their client’s success. For more
information on 1st Enterprise Bank, please visit
www.1stenterprisebank.com.
Additional Information About the Proposed Transaction with
1st Enterprise Bank and Where to Find It
This report does not constitute an offer to sell or the
solicitation of an offer to buy any securities. Investors and
security holders are urged to carefully review and consider each of
CU Bancorp’s public filings with the SEC, including but not limited
to the S-4, its annual reports on Form 10-K, proxy statements,
current reports on Form 8-K and quarterly reports on Form 10-Q. The
documents filed by CU Bancorp with the SEC may be obtained free of
charge at CU Bancorp’s website at www.cubancorp.com or at the SEC website
at www.sec.gov. These documents
may also be obtained free of charge from CU Bancorp by directing a
request to: CU Bancorp c/o California United Bank, 15821 Ventura
Boulevard, Suite 100, Encino, CA 91436. Attention: Investor
Relations. Telephone 818-257-7700. The information on CU Bancorp’s
website is not, and shall not be deemed to be, a part of this
filing or incorporated into other filings CU Bancorp makes with the
SEC.
In connection with the proposed merger of California United Bank
with 1st Enterprise Bank, CU Bancorp filed the Form S-4 with
the SEC to register the shares of CU Bancorp common stock to be
issued to shareholders of 1st Enterprise Bank. The S-4
includes a joint proxy statement of CU Bancorp and
1st Enterprise Bank and a prospectus of CU Bancorp. Before
making any investment decision, investors and security holders of
CU Bancorp and 1st Enterprise Bank are urged to carefully read
the entire S-4 and joint proxy statement/prospectus, as well as any
amendments or supplements to these documents, because they contain
important information about the proposed transaction. Investors and
security holders are able to obtain the S-4 and the joint proxy
statement/prospectus free of charge from the SEC’s website or from
CU Bancorp by writing to the address provided in the paragraph
above.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking information
about CU Bancorp, 1st Enterprise Bank, and the combined company
after the close of the transaction that is intended to be covered
by the safe harbor for "forward-looking statements" provided by the
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact are forward-looking
statements. Such statements involve inherent risks and
uncertainties, many of which are difficult to predict and are
generally beyond the control of CU Bancorp, 1st Enterprise Bank,
and the combined company. Forward-looking statements speak only as
of the date they are made and we assume no duty to update such
statements. We caution readers that a number of important factors
could cause actual results to differ materially from those
expressed in, or implied or projected by, such forward-looking
statements. In addition to factors previously disclosed in reports
filed by CU Bancorp with the SEC, risks and uncertainties for each
institution and the combined institution include, but are not
limited to: lower than expected revenues; credit quality
deterioration or a reduction in real estate values which could
cause an increase in the allowance for credit losses and a
reduction in net earnings; increased competitive pressure among
depository institutions; the ability to complete the proposed
transaction, or any future transaction, successfully integrate such
acquired entities, or achieve expected beneficial synergies and/or
operating efficiencies, in each case within expected time-frames or
at all; the possibility that personnel changes will not proceed as
planned; the possibility that the cost of additional capital may be
more than expected; the possibility that a change in the interest
rate environment may reduce net interest margins; asset/liability
re-pricing risks and liquidity risks; general economic conditions,
either nationally or in the market areas in which the entities
operate or anticipate doing business, are less favorable than
expected; and environmental conditions, including natural
disasters, may disrupt business, impede operations, or negatively
impact the values of collateral securing loans.
CU BancorpDavid Rainer,
CEO818-257-7700orKaren Schoenbaum, CFO818-257-7700or1st Enterprise BankDavid Holman, Chairman of the
Board949-399-5075
CU Bancorp (CA) (MM) (NASDAQ:CUNB)
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