The Board of Directors of Central Valley Community Bancorp
(Company) (NASDAQ:CVCY), a bank holding company headquartered in
Fresno, California and the parent company of Central Valley
Community Bank (Bank), announced today the successful completion of
the previously announced acquisition of Folsom Lake Bank
(OTCQB:FOLB), headquartered in Folsom, California, effective
October 1, 2017. As part of the acquisition, Folsom Lake Bank (FLB)
with three full-service branches located in Folsom, Rancho Cordova,
and Roseville merged with and into Central Valley Community
Bank.
The acquisition, which was first announced on April 27, 2017,
was concluded following receipt of Folsom Lake Bank shareholder
approval and all required regulatory approvals. As of June 30,
2017, Folsom Lake Bank had total assets of $205,880,000. On a pro
forma consolidated basis with Folsom Lake Bank at June 30, 2017,
the Company would have had approximately $1.7 billion in assets and
24 branches throughout California’s San Joaquin Valley and Greater
Sacramento Region. The Folsom Lake Bank name and physical signage
change to Central Valley Community Bank will be completed in
February 2018. The conversion of all operational systems is planned
for the weekend of February 9-11, 2018.
In connection with the merger, the Company is issuing an
aggregate of approximately 1.28 million shares of its common stock
and will assume the stock option plan and outstanding stock options
of Folsom Lake Bank. Based on the closing price of the Company’s
common stock on September 29, 2017 of $22.30 per share, the
aggregate consideration to be paid to Folsom Lake Bank common
shareholders is approximately $28.47 million.
The Central Valley Community Bancorp and Central Valley
Community Bank directors and management team, led by James M. Ford,
President and CEO, will continue to lead the combined team of
professional bankers. Robert Flautt, President, CEO and Director of
Folsom Lake Bank, will remain with Central Valley Community Bank
through a transition period. This merger with Folsom Lake Bank
represents the fifth acquisition for Central Valley Community
Bancorp, which acquired Sierra Vista Bank on October 1, 2016;
Visalia Community Bank on July 1, 2013; Service 1st Bancorp and its
subsidiary Service 1st Bank on November 12, 2008; and Bank of
Madera County on January 1, 2005.
“First and foremost, we are honored to combine our two
like-minded community banks, each known for its incredible customer
advocacy, deep commitment to business, and active service to the
community. It has been a privilege to work with our collective
teams to finalize this acquisition, which will enrich the Company’s
future performance with the addition of truly outstanding new team
members and loyal customers who value the same excellent quality
service standards as Central Valley Community Bank,” stated James
M. Ford, President and CEO of Central Valley Community Bancorp and
Central Valley Community Bank.
“We look forward to continued growth in this vital region of
California through the valued referrals of satisfied customers. In
less than two short years, we have expanded our footprint in the
Greater Sacramento Area from one branch focused primarily on
commercial lending, to multiple full-service branches spanning
Folsom, Fair Oaks, Cameron Park, Rancho Cordova and Roseville,
helping to fulfill our long-term strategy for northern California
expansion,” concluded Ford.
Folsom Lake Bank was established in 2007 as a full-service bank
headquartered in Folsom, California Folsom Lake Bank operated
offices in Folsom, Rancho Cordova, and Roseville California. Its
principal commitment has been to provide the communities
surrounding Folsom Lake with a true independent bank for its
businesses and residents.
Central Valley Community Bancorp trades on the NASDAQ stock
exchange under the symbol CVCY and as of June 30, 2017 has reported
assets of $1,444,836,000. 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 operates 24 full service offices in Cameron Park,
Clovis, Exeter, Fair Oaks, Folsom, Fresno, Kerman, Lodi, Madera,
Merced, Modesto, Oakhurst, Prather, Rancho Cordova, Roseville,
Stockton, Tracy, and Visalia, California. Additionally, the Bank
operates Commercial Real Estate Lending, SBA Lending and
Agribusiness Lending Departments. Central Valley Investment
Services are provided by Investment Centers of America, Inc.
Members of Central Valley Community Bancorp’s and the Bank’s
Board of Directors are: Daniel J. Doyle (Chairman), Daniel N.
Cunningham (Lead Independent Director), Edwin S. Darden, Jr., F. T.
“Tommy” Elliott, IV, James M. Ford, Gary D. Gall, Steven D.
McDonald, Louis McMurray, and William S. Smittcamp. Sidney B. Cox
is Director Emeritus. More information about Central Valley
Community Bancorp and Central Valley Community Bank can be found at
www.cvcb.com. Also, visit Central Valley Community Bank on Twitter
and Facebook.
Central Valley Community Bancorp received advisory services and
a fairness opinion from Keefe, Bruyette & Woods, and James
Dyer, from Buchalter, a professional corporation served as legal
advisor. Folsom Lake Bank received advisory services and a fairness
opinion from Sandler O’Neill + Partners, L.P., and its legal
counsel was Keith Holmes of King, Holmes, Paterno & Soriano,
LLP.
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; and (8) 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 publically 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 has filed 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. The proxy statement/prospectus is available for free,
both on the SEC website (http://www.sec.gov) and from Central
Valley Community Bancorp and Folsom Lake Bank.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171002005336/en/
Central Valley Community BancorpDebbie Nalchajian-Cohen,
559-222-1322Cell: 559-281-1312
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