First Community Bancorp and Community Bancorp Announce Receipt of Shareholder Approvals
29 September 2006 - 12:00AM
PR Newswire (US)
- Community Bancorp Inc. Shareholders Overwhelmingly Approve
Principal Terms of Agreement and Plan of Merger With First
Community Bancorp - RANCHO SANTA FE, Calif., Sept. 28
/PRNewswire-FirstCall/ -- First Community Bancorp (NASDAQ:FCBP) and
Community Bancorp Inc. (NASDAQ:CMBC) announced today that each
company had received the shareholder approvals it sought in
connection with First Community's previously announced acquisition
of Community Bancorp. At a special shareholders meeting held on
Wednesday September 27, 2006, 56.8 % of Community Bancorp's
outstanding shares of common stock were voted to approve the
principal terms of the agreement and plan of merger with First
Community, which represented approximately 94% of shares voted.
First Community Bancorp shareholders also held a special meeting of
shareholders on September 27 to approve a bylaw amendment providing
that the number of directors on the First Community board will
range from seven to fifteen, with the exact number at any time to
be determined by resolution of the board of directors. The
amendment also eliminates the requirement to seek shareholder
approval in the future to change the range of directors. The
proposal was approved by 74.3 % of the outstanding shares of First
Community Bancorp, which represented approximately 99 % of the
shares voted. As previously announced, it is anticipated that 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. TIMING FOR
COMPLETION OF THE ACQUISITION As previously announced, First
Community's subsidiaries, Pacific Western Bank and First National
Bank, have filed an application with the Federal Deposit Insurance
Corporation to merge First National Bank into Pacific Western Bank
immediately following the completion of the acquisition of
Community Bancorp and the merger of Community National Bank into
First National Bank. As a result, upon completion of the
acquisition of Community Bancorp and merger of First National into
Pacific Western (and following necessary system conversions),
Community National Bank customers will become Pacific Western Bank
customers. In July 2006, First National Bank received the approval
of the Office of the Comptroller of the Currency to merge Community
National Bank into First National Bank. Currently, First Community
and Community Bancorp expect to complete First Community's
acquisition of Community Bancorp in the first half of November
2006. ABOUT FIRST COMMUNITY BANCORP First Community Bancorp is a
bank holding company with $4.6 billion in assets as of June 30,
2006, with two wholly-owned banking subsidiaries, Pacific Western
Bank and First National Bank. Through the banks' 56 full-service
community banking branches, First Community provides commercial
banking services, including real estate, construction and
commercial loans, to small and medium-sized businesses. Pacific
Western has 43 branches located in Los Angeles, Orange, Riverside
and San Bernardino Counties, and in San Francisco, California and
First National Bank has 13 branches across San Diego County.
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 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 $897
million in assets as of June 30, 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 and Nevada.
FORWARD-LOOKING STATEMENTS This press release contains certain
forward-looking information about First Community Bancorp,
Community Bancorp Inc. and the combined company after completion of
the acquisition. 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 the merger of its
subsidiaries Pacific Western Bank and First National Bank, 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 transactions 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. DATASOURCE: First Community Bancorp; Community Bancorp
Inc. CONTACT: Matthew P. Wagner, President and Chief Executive
Officer of First Community Bancorp, +1-310-458-1521, ext. 271;
Michael J. Perdue, President and Chief Executive Officer of
Community Bancorp Inc., +1-760-432-1114 Web site:
http://www.pacificwesternbank.com/ Web site:
http://www.banksandiego.com/ Web site:
http://www.firstcommunitybancorp.com/
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