First Community Bancorp Signs Definitive Agreement to Acquire Community Bancorp Inc.
17 May 2006 - 12:00AM
PR Newswire (US)
- Acquisition of Community Bancorp to Add Nearly $900 Million in
Assets and 12 Branches for First Community in San Diego and
Riverside Counties - RANCHO SANTA FE, Calif., May 16
/PRNewswire-FirstCall/ -- First Community Bancorp (NASDAQ:FCBP)
today announced the signing of a definitive agreement and plan of
merger to acquire Community Bancorp Inc. (NASDAQ:CMBC) for
approximately $277 million in consideration consisting of First
Community common stock and cash for outstanding Community Bancorp
stock options. Community Bancorp, which is headquartered in
Escondido, California, is the parent of Community National Bank and
had $888.4 million in assets and twelve branches across San Diego
and Riverside Counties at March 31, 2006. Upon completion of the
acquisition, Community National Bank will be merged into First
National Bank, a San Diego-based wholly-owned subsidiary of First
Community. First Community also announced that Mike Perdue,
President and CEO of Community Bancorp, will become President and
CEO of First National Bank upon completion of the acquisition and
will join First National Bank's board of directors. Robert Borgman,
President and CEO of First National Bank, will become Chairman of
First National Bank. Gary W. Deems, Chairman of Community Bancorp,
and Mark N. Baker, director of Community Bancorp, will join First
Community's board of directors following completion of the
acquisition. Pursuant to the terms of the definitive agreement,
Community Bancorp shareholders will receive First Community common
stock for their shares of Community Bancorp common stock in a
tax-free transaction, and Community Bancorp option holders will
receive cash, net of applicable taxes withheld, for the value of
their unexercised stock options. The definitive agreement provides
for a fixed exchange ratio of 0.735 of a share of First Community
common stock for each Community Bancorp share, subject to
adjustment as described in the definitive agreement. The
transaction is subject to customary conditions, including the
approval of bank regulatory authorities and Community Bancorp's
stockholders and, if necessary, First Community's shareholders.
First Community shareholders will be asked to approve an amendment
to First Community's bylaws to increase the size of the board of
directors to accommodate the appointment to First Community's board
of the two directors from Community Bancorp. The transaction is
currently expected to close in the fourth quarter of 2006. Matt
Wagner, President and Chief Executive Officer of First Community,
commented, "We are very pleased to have reached this agreement with
Community Bancorp. Community Bancorp has built a tremendous
franchise in San Diego and Riverside Counties, and their culture is
very similar to ours. We are thrilled that Mike Perdue and other
Community executives will be joining our team. The combination of
these two institutions will create an impressive franchise in an
important and thriving part of California, and serve as an
important hub for First Community." Community Bancorp's President
and Chief Executive Officer Mike Perdue, stated "As a result of
this transaction, two premier organizations will come together to
create the leading, independent commercial bank headquartered in
San Diego with 26 branches and over $2 billion in assets. The
combined bank will continue to offer the same dedication and high
quality customer service both institutions are known for, while
offering customers an even greater array of products and higher
lending limits." Community Bancorp's Chairman Gary Deems stated,
"Community Bancorp is particularly proud of what it has built since
its early days as its predecessor Fallbrook National Bank. We
believe this transaction will benefit our customers, employees and
shareholders, and provide the best opportunity for future
shareholder value." Robert Borgman, President and Chief Executive
Officer of First National Bank added, "This combination will
solidify First National's position as the lender and depository
bank of choice for the San Diego and Riverside County business
communities. First National Bank and Community National Bank both
have a reputation for finding solutions for customer needs, whether
basic or sophisticated. We look forward to introducing current and
future customers to the enhanced services we will be able to
offer." On May 10, 2006, First Community announced that it had
completed its previously announced acquisition of Foothill
Independent Bancorp, which added approximately $750 million in
assets and 12 branches across Los Angeles, Orange, Riverside and
San Bernardino Counties. Upon completion of the acquisition,
Foothill's wholly-owned subsidiary, Foothill Independent Bank, was
merged into Pacific Western National Bank, a Santa Monica-based
wholly-owned subsidiary of First Community. In connection
therewith, Pacific Western sold Foothill's Temecula office to First
National. As of March 31, 2006, on a pro forma consolidated basis
with Community Bancorp and Foothill Independent Bancorp, First
Community would have had approximately $5.3 billion in assets with
71 branches throughout Southern California, and 1 branch in
Northern California. First National Bank would have had on a pro
forma basis approximately $2.0 billion in assets and 26 branches.
Castle Creek Financial LLC acted as financial advisor to First
Community, and Keefe, Bruyette & Woods acted as financial
advisor to Community Bancorp in connection with the transaction.
ABOUT FIRST COMMUNITY BANCORP First Community Bancorp is a bank
holding company with $3.7 billion in assets as of March 31, 2006,
with two wholly-owned banking subsidiaries, Pacific Western
National Bank and First National Bank. Through the banks' 60
full-service community banking branches (which includes branches
acquired through the Foothill Independent Bancorp acquisition which
closed on May 9, 2006), First Community provides commercial banking
services, including real estate, construction and commercial loans,
to small and medium-sized businesses. Pacific Western has 45
branches throughout Los Angeles, Orange, Riverside and San
Bernardino Counties, and 1 branch in San Francisco and First
National Bank has 14 branches in San Diego and Riverside Counties.
Through its subsidiary First Community Financial, First National
provides working capital financing to growing companies located
throughout the Southwest, primarily in the states of Arizona,
California and Texas. Additional information regarding First
Community Bancorp is available on the Internet at
http://www.firstcommunitybancorp.com/. Information regarding
Pacific Western National Bank and First National Bank is also
available on the Internet at http://www.pacificwesternbank.com/ and
http://www.banksandiego.com/, respectively. ABOUT COMMUNITY BANCORP
INC. Community Bancorp Inc. is a bank holding company with $888.4
million in assets as of March 31, 2006, with a wholly-owned banking
subsidiary, Community National Bank, headquartered in Escondido,
California. The bank's primary focus is community banking,
providing commercial banking services including commercial, real
estate and SBA loans to small and medium sized businesses. The bank
serves San Diego County and southwest Riverside County with twelve
community banking offices in Bonsall, Corona, El Cajon, Encinitas,
Escondido, Fallbrook, La Mesa, Murrieta, Rancho Bernardo, Santee,
Temecula, and Vista, and has additional SBA loan production offices
that originate loans in California, Arizona, Nevada, and Oregon.
FORWARD-LOOKING STATEMENTS This press release contains certain
forward-looking information about First Community, Community
Bancorp, Community Bancorp Inc. and the combined companies after
completion of the acquisitions. These forward-looking statements
are intended to be covered by the safe harbor for "forward-looking
statements" provided by the Private Securities Litigation Reform
Act of 1995. All statements other than statements of historical
fact are forward-looking statements. Such statements involve
inherent risks and uncertainties, many of which are difficult to
predict and are generally beyond the control of First Community and
Community Bancorp. First Community and Community Bancorp caution
readers that a number of important factors could cause actual
results to differ materially from those expressed in, implied or
projected by, such forward-looking statements. Risks and
uncertainties include, but are not limited to: the possibility that
personnel changes will not proceed as planned; planned acquisitions
and relative cost savings cannot be realized or realized within the
expected time frame; revenues are lower than expected; competitive
pressure among depository institutions increases significantly; the
integration of acquired businesses costs more, takes longer or is
less successful than expected; the cost of additional capital is
more than expected; a change in the interest rate environment
reduces interest margins; general economic conditions, either
nationally or in the market areas in which First Community and
Community Bancorp do business, are less favorable than expected;
legislative or regulatory requirements or changes adversely affect
First Community's or Community Bancorp's respective businesses;
changes in the securities markets; First Community's ability to
consummate the acquisition of Community Bancorp, or to achieve
expected synergies and operating efficiencies within expected
time-frames or at all or to successfully integrate Community
Bancorp's operations; regulatory approvals for the proposed
acquisitions cannot be obtained on the terms expected or on the
anticipated schedule; and other risks that are described in each of
First Community's and Community Bancorp's public filings with the
U.S. Securities and Exchange Commission (the "SEC"). If any of
these risks or uncertainties materializes or if any of the
assumptions underlying such forward-looking statements proves to be
incorrect, First Community's or Community Bancorp's results could
differ materially from those expressed in, implied or projected by,
such forward-looking statements. First Community and Community
Bancorp assume no obligation to update such forward-looking
statements. ADDITIONAL INFORMATION AND WHERE TO FIND IT Investors
and security holders are urged to carefully review and consider
each of First Community's and Community Bancorp's public filings
with the SEC, including but not limited to their Annual Reports on
Form 10-K for the year ended December 31, 2005 and Quarterly
Reports on Form 10-Q for the reporting periods of 2006. The
documents filed by First Community with the SEC may be obtained
free of charge at First Community's website at
http://www.firstcommunitybancorp.com/ or at the SEC's website at
http://www.sec.gov/. These documents may also be obtained free of
charge from First Community by requesting them in writing to First
Community Bancorp c/o Pacific Western National Bank, 275 North Brea
Boulevard, Brea, CA 92821; Attention: Investor Relations, or by
telephone at (714) 671-6800. The documents filed by Community
Bancorp with the SEC may be obtained free of charge at Community
Bancorp's website at http://www.mycnbonline.com/ or at the SEC's
website at http://www.sec.gov/. These documents may also be
obtained free of charge from Community Bancorp by requesting them
in writing to Community Bancorp Inc., 900 Canterbury Place, Suite
300, Escondido, CA 92025, Attention: Investor Relations, or by
telephone at Phone: (760) 432-1110. This press release may be
deemed to be solicitation material in respect of the proposed
acquisition of Community Bancorp. First Community and Community
Bancorp intend to file a registration statement including a joint
proxy statement/prospectus and other documents regarding the
proposed acquisition with the SEC. Before making any voting or
investment decision, investors and security holders of either
Community Bancorp or First Community are urged to carefully read
the entire registration statement and proxy statement, when they
become available, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed acquisition. A definitive proxy statement will be sent
to the shareholders of each institution seeking any required
shareholder approvals. Investors and security holders will be able
to obtain the registration statement and proxy statement free of
charge from First Community or Community Bancorp by writing to the
addresses provided for each company set forth in the paragraphs
above. First Community, its directors, executive officers and
certain other persons may be soliciting proxies from First
Community shareholders in favor of the approval of the acquisition.
Shareholders may obtain additional information regarding the
interests of such participants by reading the registration
statement and proxy statement when they become available. Community
Bancorp, its directors, executive officers and certain other
persons may be soliciting proxies from Community Bancorp
shareholders in favor of the approval of the acquisition.
Shareholders may obtain additional information regarding the
interests of such participants by reading the registration
statement and proxy statement when they become available.
DATASOURCE: First Community Bancorp CONTACT: Matthew P. Wagner,
President and Chief Executive Officer of First Community Bancorp,
+1-310-458-1521, ext. 271; or Michael J. Perdue, President and
Chief Executive Officer of Community Bancorp Inc., +1-760-432-1114
Web site: http://www.firstcommunitybancorp.com/
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