Community Bancorp Completes Merger with Valley Bancorp
17 October 2006 - 11:31AM
Business Wire
Community Bancorp (NASDAQ: CBON), the holding company for Community
Bank of Nevada and Cactus Commerce Bank (Arizona), announced that
it has completed its acquisition of Valley Bancorp (NASDAQ: VLLY),
effective Friday, October 13, 2006. The stockholders of Valley
Bancorp approved the transaction at a special stockholder meeting
held on October 6, 2006. Community Bancorp stockholders approved
the transaction at a special stockholder meeting October 9, 2006,
and all regulatory approvals have been received. Community Bancorp
President, Chief Executive Officer and Chairman, Edward M. Jamison,
commented, �We are very pleased to welcome the employees, customers
and stockholders of Valley Bancorp into our company. This merger is
consistent with our growth plans as we continue to strengthen our
leadership role in community banking in the Southwest.� �It was
apparent that the synergies of these two institutions were
similar,� stated Barry L. Hulin, President and Chief Executive
Officer of Valley Bancorp. �It has been gratifying to see two
quality companies merge.� Under the terms of the Agreement to Merge
and Plan of Reorganization by and between Community Bancorp and
Valley Bancorp dated June 28, 2006, Valley Bancorp merged with and
into Community Bancorp, with Community Bancorp being the surviving
entity in the merger. Immediately thereafter, Valley Bank was
merged with and into Community Bank of Nevada. The total value of
the transaction was $137.4 million, including cancellation of
options for Valley Bancorp stock. Valley Bancorp shareholders
received $46.00 per share of common stock they owned, paid in a
consideration mix of 75% Community Bancorp common stock and 25%
cash. The exchange ratio was 1.4516 shares of Community common
stock per Valley Bancorp common share. Accordingly, Community is
paying $32.5 million in cash and issuing 3,078,633 shares of
Community Bancorp common stock in exchange for all outstanding
Valley Bancorp shares. Cash will be paid in lieu of any fractional
shares of Community common stock in an amount based on a price of
$31.69 per share of Community common stock. �Acquiring Valley with
its 5 locations, along with its highly experienced and
knowledgeable employees, will add additional strength to our Nevada
banking franchise�, stated Larry Scott, President and Chief
Operating Officer of Community Bank of Nevada. �The combined
institution will create opportunities for customers, stockholders
and the employees.� About Community Bancorp Community Bancorp is a
bank holding company headquartered in Las Vegas, NV with $1.0
billion in assets as of June 30, 2006. Through its current 9 full
service banking offices, two loan production offices located in
Phoenix and San Diego, and the recently acquired Cactus Commerce
Bank (Arizona), it provides commercial banking services, including
real estate, construction, commercial loans and SBA loans, to
small- and medium-sized businesses. For more information about
Community Bancorp, visit our website at www.communitybanknv.com
Forward-Looking Statements Statements concerning future
performance, developments or events, expectations for growth and
income forecasts, and any other guidance on future periods,
constitute forward-looking statements that are subject to a number
of risks and uncertainties. Actual results may differ materially
from stated expectations. Specific factors include, but are not
limited to, loan production, balance sheet management, the economic
condition of the Las Vegas and Maricopa County markets, net
interest margin, the ability to control costs and expenses,
interest rate changes and financial policies of the United States
government, and general economic conditions. Additional information
on these and other factors that could affect financial results are
included in our Securities and Exchange Commission filings. When
used in this release, the words or phrases such as "will likely
result in", "management expects that", "will continue", "is
anticipated", "estimate", "projected", or similar expressions, are
intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995
("PSLRA"). Readers should not place undue reliance on the
forward-looking statements, which reflect management's view only as
of the date hereof. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect
subsequent events or circumstances. This statement is included for
the express purpose of protecting Community Bancorp within PSLRA's
safe harbor provisions. Community Bancorp (NASDAQ: CBON), the
holding company for Community Bank of Nevada and Cactus Commerce
Bank (Arizona), announced that it has completed its acquisition of
Valley Bancorp (NASDAQ: VLLY), effective Friday, October 13, 2006.
The stockholders of Valley Bancorp approved the transaction at a
special stockholder meeting held on October 6, 2006. Community
Bancorp stockholders approved the transaction at a special
stockholder meeting October 9, 2006, and all regulatory approvals
have been received. Community Bancorp President, Chief Executive
Officer and Chairman, Edward M. Jamison, commented, "We are very
pleased to welcome the employees, customers and stockholders of
Valley Bancorp into our company. This merger is consistent with our
growth plans as we continue to strengthen our leadership role in
community banking in the Southwest." "It was apparent that the
synergies of these two institutions were similar," stated Barry L.
Hulin, President and Chief Executive Officer of Valley Bancorp. "It
has been gratifying to see two quality companies merge." Under the
terms of the Agreement to Merge and Plan of Reorganization by and
between Community Bancorp and Valley Bancorp dated June 28, 2006,
Valley Bancorp merged with and into Community Bancorp, with
Community Bancorp being the surviving entity in the merger.
Immediately thereafter, Valley Bank was merged with and into
Community Bank of Nevada. The total value of the transaction was
$137.4 million, including cancellation of options for Valley
Bancorp stock. Valley Bancorp shareholders received $46.00 per
share of common stock they owned, paid in a consideration mix of
75% Community Bancorp common stock and 25% cash. The exchange ratio
was 1.4516 shares of Community common stock per Valley Bancorp
common share. Accordingly, Community is paying $32.5 million in
cash and issuing 3,078,633 shares of Community Bancorp common stock
in exchange for all outstanding Valley Bancorp shares. Cash will be
paid in lieu of any fractional shares of Community common stock in
an amount based on a price of $31.69 per share of Community common
stock. "Acquiring Valley with its 5 locations, along with its
highly experienced and knowledgeable employees, will add additional
strength to our Nevada banking franchise", stated Larry Scott,
President and Chief Operating Officer of Community Bank of Nevada.
"The combined institution will create opportunities for customers,
stockholders and the employees." About Community Bancorp Community
Bancorp is a bank holding company headquartered in Las Vegas, NV
with $1.0 billion in assets as of June 30, 2006. Through its
current 9 full service banking offices, two loan production offices
located in Phoenix and San Diego, and the recently acquired Cactus
Commerce Bank (Arizona), it provides commercial banking services,
including real estate, construction, commercial loans and SBA
loans, to small- and medium-sized businesses. For more information
about Community Bancorp, visit our website at
www.communitybanknv.com Forward-Looking Statements Statements
concerning future performance, developments or events, expectations
for growth and income forecasts, and any other guidance on future
periods, constitute forward-looking statements that are subject to
a number of risks and uncertainties. Actual results may differ
materially from stated expectations. Specific factors include, but
are not limited to, loan production, balance sheet management, the
economic condition of the Las Vegas and Maricopa County markets,
net interest margin, the ability to control costs and expenses,
interest rate changes and financial policies of the United States
government, and general economic conditions. Additional information
on these and other factors that could affect financial results are
included in our Securities and Exchange Commission filings. When
used in this release, the words or phrases such as "will likely
result in", "management expects that", "will continue", "is
anticipated", "estimate", "projected", or similar expressions, are
intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995
("PSLRA"). Readers should not place undue reliance on the
forward-looking statements, which reflect management's view only as
of the date hereof. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect
subsequent events or circumstances. This statement is included for
the express purpose of protecting Community Bancorp within PSLRA's
safe harbor provisions.
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