Southern California Bancorp and California BanCorp Announce Receipt of Shareholder Approvals for Merger of Equals
18 July 2024 - 10:00PM
Southern California Bancorp (Nasdaq: BCAL), the holding company for
Bank of Southern California, N.A., and California BanCorp (Nasdaq:
CALB), the holding company for California Bank of Commerce,
announce that at meetings of their respective shareholders held on
July 17, 2024, Southern California Bancorp and California BanCorp
shareholders approved the merger of California BanCorp with and
into Southern California Bancorp, with Southern California Bancorp
the surviving corporation pursuant to the Merger Agreement, dated
January 30, 2024, by and between Southern California Bancorp and
California BanCorp.
Shareholders of Southern California Bancorp also approved a
change of the company’s name from Southern California Bancorp to
California BanCorp and an amendment to Southern California
Bancorp’s bylaws to change the allowable range of members of the
board of directors to seven to 13, from its previous range of six
to 11.
“The receipt of shareholder approval marks an important
milestone for our merger of equals, and Steve and I are pleased to
report that each company’s shareholder base overwhelmingly
supported the transaction, which we believe will benefit our
shareholders, clients, employees and communities,” said David
Rainer, Chairman and CEO of Southern California Bancorp and Bank of
Southern California.
“Today’s vote brings us one step closer to creating what we
believe will be the premier commercial banking franchise in the
state of California,” said Steven Shelton, Chief Executive Officer
of California BanCorp. “We appreciate our shareholders’ support for
the merger and are excited about our future.”
The merger has received all required regulatory approvals and is
expected to close on July 31, 2024.
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 satisfy any of the
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.
INVESTOR RELATIONS CONTACTKevin Mc CabeBank of
Southern Californiakmccabe@banksocal.com818.637.7065
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