Southern California Bancorp (Nasdaq: BCAL) and California BanCorp
(Nasdaq: CALB) announce they have received required regulatory
approvals from the Office of the Comptroller of the Currency and
the Federal Reserve Bank of San Francisco necessary to complete
their previously announced merger of equals between the two bank
holding companies and their respective subsidiaries, Bank of
Southern California, N.A., and California Bank of Commerce. Under
the terms of the agreement, dated January 30, 2024, California
BanCorp will merge with and into Southern California Bancorp. The
consummation of the proposed transaction is expected to close in
the third quarter of 2024, subject to the satisfaction of the
remaining closing conditions set forth in the merger agreement,
including receipt of the requisite shareholder approvals.
“We are pleased to announce the receipt of these regulatory
approvals for the proposed merger of these two outstanding banks,
as it represents an important milestone on our merger timeline,”
said David Rainer, Chairman and CEO of Southern California Bancorp
and Bank of Southern California.
“With the receipt of these regulatory approvals, we are one step
closer to the merger of these two exceptional companies that we
believe will result in the premier statewide commercial banking
franchise in California,” said Steve Shelton, Chief Executive
Officer of California BanCorp.
ABOUT SOUTHERN CALIFORNIA BANCORP AND BANK OF SOUTHERN
CALIFORNIA, N.A.
Southern California Bancorp (NASDAQ: BCAL) is a registered bank
holding company headquartered in San Diego, California. Bank of
Southern California, N.A., a national banking association chartered
under the laws of the United States (the “Bank”) and regulated by
the Office of Comptroller of the Currency, is a wholly owned
subsidiary of Southern California Bancorp. Established in 2001 and
headquartered in San Diego, California, the Bank offers a range of
financial products and services to individuals, professionals, and
small- to medium-sized businesses through its 13 branch offices
serving Orange, Los Angeles, Riverside, San Diego, and Ventura
counties, as well as the Inland Empire. The Bank's
solutions-driven, relationship-based approach to banking provides
accessibility to decision makers and enhances value through strong
partnerships with its clients. Additional information is available
at www.banksocal.com.
ABOUT CALIFORNIA BANCORP AND CALIFORNIA BANK OF
COMMERCECalifornia BanCorp, the parent company
for California Bank of Commerce, offers a broad range of commercial
banking services to closely held businesses and professionals
located throughout Northern California. California BanCorp’s common
stock trades on the Nasdaq Global Select marketplace under the
symbol CALB. For more information on California BanCorp, please
visit our website at www.californiabankofcommerce.com.
FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking
statements, including but not limited to certain plans,
expectations, projections and statements about the benefits of the
proposed merger (the “Merger”), the timing of completion of the
Merger, and other statements that are not historical facts. Such
statements are subject to numerous assumptions, risks, and
uncertainties. All statements other than statements of historical
fact, including statements about beliefs and expectations, are
forward-looking statements. Forward-looking statements may be
identified by words such as “expect,” “anticipate,” “believe,”
“intend,” “estimate,” “plan,” “target,” “goal,” or similar
expressions, or future or conditional verbs such as “will,” “may,”
“might,” “should,” “would,” “could,” or similar variations. The
forward-looking statements are intended to be subject to the safe
harbor provided by the Private Securities Litigation Reform Act of
1995.
Factors that could cause or contribute to results differing from
those in or implied in the forward-looking statements include but
are not limited to the occurrence of any event, change or other
circumstances that could give rise to the right of Southern
California Bancorp (“SCB”) or California BanCorp (“CBC”) to
terminate their agreement with respect to the Merger; the outcome
of any legal proceedings that may be instituted against SCB or CBC;
delays in completing the Merger; the failure to obtain necessary
regulatory approvals (and the risk that such approvals impose
conditions that could adversely affect the combined company or the
expected benefits of the Merger); the failure to obtain shareholder
approvals or to satisfy any of the other conditions to the Merger
on a timely basis or at all; the ability to complete the Merger and
integration of SCB and CBC successfully; costs being greater than
anticipated; cost savings being less than anticipated; changes in
economic conditions; the risk that the Merger disrupts the business
of SCB, CBC or both; difficulties in retaining senior management,
employees or customers; the impact of bank failures or other
adverse developments at other banks on general investor sentiment
regarding the stability and liquidity of banks; and other factors
that may affect the future results of SCB and CBC. Additional
factors that could cause results to differ materially from those
described above can be found in SCB’s Annual Report on Form 10-K
for the year ended December 31, 2023, which is on file with the
Securities and Exchange Commission (the “SEC”) and is available in
the “Investor Relations” section of SCB’s website,
www.banksocal.com, in CBC’s Annual Report on
Form 10-K for the year ended December 31, 2023,
which is on file with the SEC and is available in the “Investor
Relations” section of CBC’s website,
www.californiabankofcommerce.com, and in other documents that SCB
and CBC file with the SEC. Investors may obtain free copies of
these documents and other documents filed with the SEC on its
website at www.sec.gov.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither SCB nor CBC assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
In connection with the Merger, SCB will file with the SEC a
Registration Statement on Form S-4 that will include a joint proxy
statement of SCB and CBC and a prospectus of SCB, as well as other
relevant documents concerning the proposed transaction. Certain
matters in respect of the Merger will be submitted to the SCB’s and
CBC’s shareholders for their consideration. 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, nor
shall there be any sale of securities, in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE
MERGER WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain a free copy of the definitive
joint proxy statement/prospectus, as well as other filings
containing information about SCB and CBC, without charge, at the
SEC’s website, www.sec.gov. Copies of the joint proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the joint proxy statement/prospectus
can also be obtained, without charge, in the “Investor Relations”
section of SCB’s website at www.banksocal.com (for SCB’s filings)
and in the “Investor Relations” section of CBC’s website,
www.californiabankofcommerce.com (for CBC’s filings).
PARTICIPANTS IN THE
SOLICITATION
SCB, CBC and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of SCB and CBC in connection with the
Merger. Information regarding SCB’s directors and executive
officers and their ownership of SCB common stock is available in
SCB’s definitive proxy statement for its 2024 annual meeting of
shareholders filed with the SEC on April 18, 2024 and other
documents filed by SCB with the SEC. Information regarding CBC’s
directors and executive officers and their ownership of CBC common
stock is available in CBC’s Annual Report on Form 10-K for the year
ended December 31, 2023 filed with the SEC on March 21, 2024 and
other documents filed by CBC with the SEC. Other information
regarding the participants in the proxy solicitation and their
ownership of common stock will be contained in the joint proxy
statement/prospectus relating to the Merger. Free copies of these
documents may be obtained as described in the preceding
paragraph.
INVESTOR RELATIONS CONTACTKevin Mc CabeBank of
Southern Californiakmccabe@banksocal.com818.637.7065
Thomas A. SaCalifornia
BanCorptsa@bankcbc.com510.457.3775
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