BWCF Bwc Financial

Affluent Communities Represent Significant Opportunity to Grow Private Banking and Wealth Management Business SAN FRANCISCO, May 22 /PRNewswire-FirstCall/ -- First Republic Bank (NYSE:FRC), a leading provider of wealth management and private banking services, today announced that it has signed a definitive merger agreement to acquire BWC Financial Corp. (NASDAQ:BWCF) and its wholly-owned subsidiary Bank of Walnut Creek. Under the terms of the agreement, BWC Financial Corp. shareholders will receive 0.97 shares of First Republic Bank common stock for each share of BWC Financial Corp. stock. Based on the closing price of First Republic common stock of $43.25 per share on May 19, 2006, this represents total consideration of $177 million, or a price of $41.95 per share of BWC Financial Corp. stock, a 10.4% premium over BWC Financial Corp.'s share price on that date. Founded in 1980, Bank of Walnut Creek offers a full range of banking services to individuals and businesses primarily in San Francisco's East Bay, and has long been recognized for its high level of client service and involvement in its communities. Bank of Walnut Creek has seven offices in fast growing communities, including Walnut Creek, Orinda, Danville, San Ramon, Pleasanton, Livermore and San Jose. As of and for the quarter ending March 31, 2006, BWCF had $564 million in assets, a capital leverage ratio of 9.94%, an ROE of 16.2% and a net interest margin of 5.90%. At March 31, 2006, Bank of Walnut Creek had 44% of its total deposits in business and consumer checking accounts, and 76% of its assets were adjustable within one year or are match funded. There were no non- performing assets at March 31, 2006. This transaction will expand First Republic's reach into several rapidly growing, communities where it already has clients, but currently has no offices. First Republic also expects to expand the relationships with the clients of Bank of Walnut Creek by offering First Republic's full suite of home mortgage, private banking and wealth management services to these clients. The transaction is expected to close in the fourth quarter of 2006, subject to regulatory approval, other customary conditions and approval by the shareholders of BWC Financial Corp. The transaction is presently expected to be accretive to First Republic's earnings in 2007. "Bank of Walnut Creek is a superb strategic fit for First Republic in terms of geography, demographics and client service philosophy, and represents a unique opportunity to expand our private banking and wealth management franchise in our home market," said Jim Herbert, President & CEO of First Republic. James L. Ryan, Chairman and Chief Executive Officer of Bank of Walnut Creek, said, "First Republic is a highly regarded banking and wealth management company that has succeeded by delivering exceptional customer service and by working closely with the community. This transaction will provide our clients with access to First Republic's comprehensive range of wealth management and private banking services with continuing high service levels. For employees and shareholders, becoming part of First Republic will enable Bank of Walnut Creek to better serve its clients and communities by leveraging the resources and reputation of two excellent, entrepreneurial, highly-focused organizations." BWC Financial Corp. also announced that it has sold its majority interest in BWC Mortgage Services to President Scott Simonich. The mortgage services company will continue to be headquartered in San Ramon, California. Morgan Stanley acted as the advisor for First Republic Bank, and Sandler O'Neill acted as the advisor for BWC Financial Corp. Additional information on the transaction will be posted at http://www.firstrepublic.com/ following distribution of this release. About First Republic Bank First Republic Bank is a NYSE-traded, private bank and wealth management firm. The Bank and its subsidiaries specialize in providing personalized, relationship-based wealth management services, including private banking, private business banking, investment management, trust, brokerage and real estate lending. As of March 31, 2006, the Bank and its subsidiaries had total Bank assets and other managed assets of $29.0 billion. First Republic Bank provides access to its services online and through offices in 10 major metropolitan areas: San Francisco, Los Angeles, Santa Barbara, Newport Beach, San Diego, Las Vegas, Boston, Portland, Oregon, Seattle and New York City. More information is available on First Republic's website at http://www.firstrepublic.com/. About Bank of Walnut Creek Bank of Walnut Creek was established in 1980 as an independent community bank. Bank of Walnut Creek offers a full range of financial services to professional, commercial and individual clients. Bank of Walnut Creek's headquarters and main office are at 1400 Civic Drive, Walnut Creek. Additional branch offices are in Orinda, San Ramon, Danville, Pleasanton, and Livermore, with a regional commercial banking office in San Jose. To learn more about Bank of Walnut Creek, call (925) 932-5353, or visit http://www.bowc.com/. Forward-Looking Statements This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this document that are not historical facts. The words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," or words of similar meaning, or future or conditional verbs, such as "will," "would," "should," "could," or "may," are generally intended to identify forward-looking statements. These forward- looking statements reflect our current views and assumptions and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from the results discussed in these forward- looking statements for the reasons, among others, discussed under the heading "Risk Factors" in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K of First Republic Bank and BWC Financial Corp. and under the heading "Information Regarding Forward-Looking Statements." These factors include: credit, market, operational, liquidity, interest rate, inflation and other risks; changes in general business and economic conditions in the United States and in the local economies in which we operate; changes in government fiscal and monetary policies that may significantly affect our earnings, including interest rate policies; business and legal risks that may be uninsured or inadequately insured; the risk that volatility in our mortgage banking business could adversely affect our earnings; the geographic concentration of our loan portfolio that could adversely affect our financial condition; competition from other financial services companies in our markets that could adversely affect our ability to achieve our financial goals; changes in the regulation and supervision of financial institutions that could adversely affect our businesses; the risk of deposit attrition, customer loss and business disruption following the merger may be greater than expected; the failure of the BWC Financial Corp. shareholders to approve the merger; the ability to obtain the governmental and regulatory approvals of the merger on the proposed terms and schedule; the risk that the businesses of First Republic Bank and BWC Financial Corp. will not be integrated successfully or such integration may be more difficult or time-consuming or costly than expected. Given these factors, you should not place undue reliance on the forward-looking statements. Forward-looking statements speak only as of the date they are made and may not be updated to reflect changes that may occur after the date they are made. Additional Information The proposed merger will be submitted to BWC Financial Corp.'s shareholders for their consideration. BWC Financial Corp. will file a proxy statement and each of First Republic Bank and BWC Financial Corp. may file other relevant documents concerning the proposed merger with applicable regulatory authorities. Shareholders of BWC Financial Corp. are urged to read the proxy statement regarding the proposed merger and any other relevant documents, because they will contain important information. Additional information, including the most recent filings on Forms 10-K and 10-Q of First Republic Bank and BWC Financial Corp., is available at http://www.firstrepublic.com/ and http://www.bowc.com/. DATASOURCE: First Republic Bank CONTACT: Investors, Willis H. Newton, Jr., Executive Vice President of First Republic Bank, +1-415-392-1400; or media, Greg Berardi, +1-415-239-7826, or mobile, +1-415-672-2377, or , for First Republic Bank; or James L. Ryan, Chief Executive Officer of Bank of Walnut Creek, +1-925-932-5353 Web site: http://www.firstrepublic.com/ http://www.bowc.com/

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