Press Release

California Bank of Commerce and Pan Pacific Bank to Merge

Company Release - 9/18/2015 7:05 PM ET

LAFAYETTE, Calif.--(BUSINESS WIRE)-- California Bank of Commerce (CABC) and Pan Pacific Bank (PPFC) today jointly announced the execution of an Agreement and Plan of Reorganization (the “Agreement”) whereby Pan Pacific Bank will merge into California Bank of Commerce in a transaction valued at approximately $24.3 million. The strategic partnership will result in a business bank with over $620 million in total assets dedicated to serving middle market businesses in the San Francisco Bay Area.

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Shareholders of Pan Pacific Bank will receive merger consideration in the form of a combination of approximately one third cash and two thirds CABC common stock, with a per share value of $4.75 to Pan Pacific Bank shareholders based on the last trading price of CABC common stock.

The merger represents a strategic, cultural, and financial fit between two San Francisco Bay Area business banks and bolsters CABC’s South Bay presence. California Bank of Commerce, headquartered in Lafayette, California, is a state chartered commercial bank with approximately $473 million in assets as of June 30, 2015, and with offices in San Jose, California and Oakland, California. Pan Pacific Bank, headquartered in Fremont, California, is a state chartered commercial bank with approximately $147 million in assets as of June 30, 2015, and also has one branch located in San Jose, California. The combined bank will operate as California Bank of Commerce and will continue to create superior, lasting banking relationships with the primary purpose of making our clients more successful.

“We are excited about combining these two business banking franchises covering the San Francisco Bay Area,” said Terry A. Peterson, President and CEO of California Bank of Commerce. “Both banks have developed strong commercial banking relationships with successful middle market businesses. Both banks have built robust banking platforms and production capabilities, established low cost deposit bases with significant focus on C&I lending.”

“We are excited to join forces with California Bank of Commerce and believe we are building a powerful business bank dedicated to serving the demanding needs of growing and successful businesses here in the San Francisco Bay Area,” said Wayne Doiguchi, Chairman and CEO of Pan Pacific Bank. “The combination of the two banks is a great cultural and business strategy fit as we share the same passion for serving business clients with sophisticated treasury management products and services, lending programs customized to fit each client’s needs, and local business-making decisions designed for quick and thoughtful responses.”

The boards of directors of both banks approved the transaction, which is subject to customary conditions, including the approvals of bank regulatory agencies and the shareholders of both California Bank of Commerce and Pan Pacific Bank. Upon completion of the transaction, the California Bank of Commerce Board of Directors will consist of 12 members, eleven representatives from California Bank of Commerce and Wayne Doiguchi, current Chairman and CEO of Pan Pacific Bank. Subsequent to the merger the Board of Directors of CABC will add another director from the South Bay area. Stephen Cortese will continue as Board Chairman for California Bank of Commerce, and Terry A. Peterson will continue as President and CEO of California Bank of Commerce.

The transaction, currently expected to close by year-end 2015 or early in the first quarter of 2016, will result in the existing shareholders of California Bank of Commerce expected to own 79% of the outstanding shares of the combined bank and Pan Pacific shareholders expected to own 21%.

Hovde Group acted as financial advisor to California Bank of Commerce and delivered a fairness opinion to its Board of Directors. Stinson Leonard Street LLP served as legal counsel for California Bank of Commerce. Keefe, Bruyette & Woods, Inc. acted as financial advisor to Pan Pacific Bank and delivered a fairness opinion to its Board of Directors. Manatt Phelps & Phillips LLP served as legal counsel for Pan Pacific Bank.

About California Bank of Commerce

California Bank of Commerce was designed and built to provide a unique banking experience for its clients, providing a broad range of commercial banking services to closely held businesses and professionals throughout the San Francisco Bay Area. For more information on California Bank of Commerce and our unique banking experience, call us at (925) 283-2265, or visit us at www.californiabankofcommerce.com.

About Pan Pacific Bank

Pan Pacific Bank is focused on meeting the banking needs of business and individuals in Alameda and Santa Clara counties, its primary service areas. The Bank was founded in 2005 and is headquartered at 47065 Warm Springs Blvd, Fremont, California. The Bank has an additional branch office in San Jose, California. The Bank is an SBA / USDA lender and offers a variety of banking products to include loans, deposits, remote capture, and other cash management services.

Forward-Looking Statements

This news release includes forward-looking statements, which describe management's expectations regarding future events and developments such as the benefits of the business combination transaction involving California Bank of Commerce and Pan Pacific Bank, continued success of the California Bank of Commerce’s style of banking and the strength of the economies in which it operates. Future events are difficult to predict, and the expectations described above are necessarily subject to risk and uncertainty that may cause actual results to differ materially and adversely. In addition to discussions about risks and uncertainties set forth from time to time in the California Bank of Commerce’s public filings, factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among others, the following possibilities: (1) local, national and international economic conditions are less favorable than expected or have a more direct and pronounced effect on California Bank of Commerce than expected and adversely affect California Bank of Commerce’s ability to continue its internal growth at historical rates and maintain the quality of its earning assets; (2) projected business increases following strategic expansion or opening or acquiring new banks and/or branches are lower than expected; (3) costs or difficulties related to the integration of acquisitions are greater than expected; or (4) legislation or regulatory requirements or changes adversely affect the businesses in which California Bank of Commerce is engaged.

California Bank of Commerce
Terry A. Peterson, 925-444-2910
President and CEO
tpeterson@bankcbc.com
or
Mark DeVincenzi, 925-444-2916
EVP Shareholder Relations & CMO
mdevincenzi@bankcbc.com
or
Pan Pacific Bank
Wayne Doiguchi, 510-809-8802
Chairman, President and CEO
wdoiguchi@panpacificbank.com

Source: California Bank of Commerce