Bank of Commerce Holdings Receives Regulatory Approval for Acquisition of Merchants Holding Company and Merchants Holding Com...
21 December 2018 - 8:00AM
Bank of Commerce Holdings (NASDAQ: BOCH), a $1.3 billion asset
bank holding company and parent company of Redding Bank of
Commerce, previously announced that it had entered into a
definitive merger agreement (the “Merger Agreement”) pursuant to
which BOCH will acquire Merchants Holding Company (“Merchants”),
the holding company for The Merchants National Bank of Sacramento,
subject to the terms and conditions set forth in the Merger
Agreement.
Merchants’ shareholders approved the Merger
Agreement today, and BOCH has received all regulatory approvals
required to complete the proposed transaction, including the
written approval of the Federal Deposit Insurance Corporation and
the California Department of Business Oversight and written
confirmation from the Board of Governors of the Federal Reserve
System that no application was required to be filed with that
agency.
The transaction is expected to close on or about
January 31, 2019, subject to customary closing conditions.
About Bank of Commerce
Holdings
BOCH is a bank holding company headquartered in
Sacramento, California and is the parent company for Redding Bank
of Commerce (“RBC”), which operates under the names Redding Bank of
Commerce and Sacramento Bank of Commerce, a division of Redding
Bank of Commerce. RBC is an FDIC-insured California banking
corporation providing community banking and financial services
through nine offices located in northern California. RBC was
incorporated as a California banking corporation on November 25,
1981 and opened for business on October 22, 1982.
About Merchants Holding
Company
Merchants is a bank holding company
headquartered in Sacramento, California and is the parent company
for The Merchants National Bank of Sacramento. Established in 1921,
Merchants Bank is the oldest locally owned and operated bank in
Sacramento.
Forward-Looking Statements
BOCH wishes to take advantage of the safe harbor
provisions included in the Private Securities Litigation Reform Act
of 1995. This news release and other public statements by BOCH may
include statements that describe management’s expectations and
developments, which may not be historical facts and are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21B of the
Securities Act of 1934, as amended. Future events are difficult to
predict, and expectations as to the future are necessarily subject
to risks and uncertainties 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 BOCH'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 BOCH than expected
and adversely affect BOCH's ability to continue its internal growth
at historical rates and maintain the quality of its earning assets;
(2) changes in interest rates reduce interest margins more than
expected and negatively affect funding sources; (3) projected
business increases following strategic expansion or opening or
acquiring new banks and/or branches are lower than expected; (4)
our concentration in lending tied to real estate exposes us to the
adverse effects of material increases in interest rates, declines
in the general economy, tightening credit markets or declines in
real estate values; (5) competitive pressure among financial
institutions increases significantly; (6) legislation or regulatory
requirements or changes adversely affect the businesses in which
BOCH is engaged; and (7) technological changes could expose us to
new risks.
Forward-looking statements may also include but
are not limited to statements about the benefits of the business
combination transaction involving BOCH and Merchants, including
future financial and operating results, the combined company’s
plans, objectives, expectations and intentions, and other
statements that are not historical facts. These forward-looking
statements are subject to risks and uncertainties that may cause
actual results or events to differ materially from those projected,
including but not limited to the risks that the merger transaction
does not close when expected or at all because remaining conditions
to closing are not satisfied on a timely basis or at all, or the
merger agreement is terminated; the risk that the benefits from the
transaction may not be fully realized or may take longer to realize
than expected, including as a result of changes in general economic
and market conditions, interest and exchange rates, monetary
policy, laws and regulations and their enforcement, and the degree
of competition in the geographic and business areas in which BOCH
and Merchants operate; the ability to promptly and effectively
integrate the businesses of RBC and Merchants Bank; the reaction to
the transaction of the companies’ respective customers, employees,
and counterparties; and the diversion of management time on
merger-related issues. Readers are cautioned not to place undue
reliance on all forward-looking statements, which speak only as of
the date on which they are made and reflect management’s current
estimates, projections, expectations and beliefs. BOCH undertakes
no obligation to publicly revise or update the forward-looking
statements to reflect events or circumstances that arise after the
date of this report. For more information, see the risk factors
described in BOCH’s Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q and other filings with the Securities and Exchange
Commission.
Contact Information:
Randall S. Eslick, President and Chief Executive Officer
Bank of Commerce Holdings
Telephone Direct (916) 677-5800
Stephen A. Meyers, Chairman, President and Chief Executive Officer
Merchants Holding Company
Telephone Direct (916) 442-3883
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