United Security Bancshares and Legacy Bank, N.A. Agree to Merge
October 06 2006 - 9:04PM
PR Newswire (US)
FRESNO, Calif., Oct. 6 /PRNewswire-FirstCall/ -- United Security
Bancshares ("USB") http://www.unitedsecuritybank.com/ (NASDAQ:UBFO)
and Legacy Bank, N.A. (OTC:LCKB) (BULLETIN BOARD: LCKB) announced
today the signing of a definitive merger agreement providing for
the merger of Legacy Bank, N.A. with and into United Security Bank,
a wholly owned subsidiary of USB. Upon completion of the merger,
Legacy Bank's branch office will be operated as a branch office of
United Security Bank. In the merger, USB will issue shares of its
stock in a tax free exchange for all of the Legacy Bank shares. The
total value of the transaction is expected to be approximately
$21.7 million. The merger is expected to be completed in the first
quarter 2007. Legacy Bank operates one banking office in Campbell,
California serving small business and retail banking clients. As of
September 30, 2006, Legacy Bank had total assets of $82 million and
deposits of $72 million. Dennis Woods, President and Chief
Executive Officer of USB, stated, "The addition of Legacy Bank to
United Security Bank will open a dynamic new market for us. Legacy
Bank has built a solid business banking and retail franchise with
an excellent reputation for service. With its small business and
retail banking focus, Legacy Bank provides a unique opportunity for
United Security Bank to serve a loyal and growing small business
niche and individual client base. The merger is projected to be
accretive to USB in 2007." Thomas Ray, CEO of Legacy Bank,
commented, "We have followed the success of USB over the years and
believe that its community banking philosophy fits extremely well
with the strong community commitment that Legacy has consistently
maintained. This merger will enable us to expand our ability to
serve our clients and increase our lending capabilities. We also
believe this merger will give us an opportunity to participate more
fully in the economic growth of our marketplace." Terms of the
Merger The terms of the merger agreement provide for the
shareholders of Legacy Bank to receive USB shares with a market
value of $13.00 based upon the average closing price of USB shares
during the 20 business day period prior to the merger, less the net
costs of termination of Legacy's data processing/technology
agreements divided by the outstanding number of shares of Legacy
Bank common stock, provided that there are no stock options or
warrants exercised for shares of Legacy Bank common stock. Legacy
Bank currently has 1,672,373 shares of common stock outstanding.
Immediately prior to the merger, all outstanding options and
warrants will be cancelled by Legacy Bank and optionees and warrant
holders will receive a cash payment equal to the difference between
the option exercise price and the merger consideration for each
share subject to an option or a warrant. In the event any options
or warrants for shares of Legacy Bank common stock are exercised,
the market value of USB shares Legacy shareholders receive will
decrease based upon a set formula. The merger is subject to certain
conditions, including the approval of the shareholders of Legacy
Bank, and regulatory approval. Upon consummation of the merger,
former Legacy Bank shareholders will own approximately 7% of USB's
outstanding shares. About United Security Bancshares United
Security Bancshares is a bank holding company registered with the
Board of Governors of the Federal Reserve System. USB's primary
subsidiary is United Security Bank a state chartered bank based in
Fresno, California with over $664 million in assets and with 10
branches and a construction lending office. United Security Bank
offers a full range of commercial banking services primarily to the
business and professional community and individuals located in
Fresno, Madera and Kern Counties. About Legacy Bank, N.A. Legacy
Bank is a National Bank located in Campbell, California which began
operations in 2003 and has approximately $82 million in assets.
Legacy Bank was formed as a community bank and focuses primarily
upon local banking service and community needs including the
banking needs of small-to-medium size businesses, professionals,
entrepreneurs, and hospitality industry clients. As previously
disclosed in its filings with the OCC, Legacy Bank has recently
experienced the loss of certain senior management and Legacy Bank
believes that the consummation of the merger will resolve this
issue. Additional Information about the Merger and Where to Find It
In connection with the Merger, USB intends to file with the
Securities and Exchange Commission a registration statement on Form
S-4 that will contain a Proxy Statement/Prospectus. Investors and
security holders are urged to read the Registration Statement and
the Proxy Statement/Prospectus carefully when they become available
because they will contain important information about USB, Legacy
Bank and the merger. The Proxy Statement/Prospectus and other
relevant materials (when they become available), and any other
documents filed by USB with the SEC, may be obtained free of charge
at the SEC's web site at http://www.sec.gov/. In addition,
investors and security holders may obtain free copies of other
documents filed with the SEC by USB by directing a written request
to: United Security Bancshares, 1525 E. Shaw Avenue, Fresno, CA
93710 Attention: Investor Relations. Investors and security holders
are urged to read the Proxy Statement/Prospectus and the other
relevant materials when they become available before making any
voting or investment decision with respect to the Merger. USB and
its directors and executive officers and Legacy and its directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Legacy Bank in
connection with the Merger. Information regarding the special
interests of these directors and executive officers in the Merger
will be included in the Proxy Statement/Prospectus referred to
above. Additional information regarding the directors and executive
officers of USB is also included in USB's Proxy Statement dated
April 17, 2006, which was filed with the SEC on April 14, 2006.
This document is available free of charge at the SEC's web site
(http://www.sec.gov/) and from Investor Relations at USB at the
address described above. Information regarding directors and
executive officers of Legacy Bank is contained in its Proxy
Statement dated May 26, 2006. This document is available free of
charge from Legacy Bank, Investor Relations, 125 E. Campbell
Avenue, Campbell, CA 95008. This communication shall not constitute
an offer to sell or the solicitation of an offer to buy any
security, 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. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. DATASOURCE: United Security Bancshares CONTACT: Dennis R.
Woods, President & CEO, +1-559-248-4928, or Ken Donahue, SVP
& CFO, +1-559-248-4943, both of United Security Bancshares; or
Tom Ray, President & CEO of Legacy Bank, N.A., +1-408-896-1647
Web site: http://www.unitedsecuritybank.com/
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