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
COMMERCE
California 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. Sa California BanCorp
tsa@bankcbc.com510.457.3775
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