PacWest Bancorp and First California Financial Group, Inc. Announce Receipt of All Regulatory Approvals and Timing for Closing
14 Mai 2013 - 10:56PM
—Exchange Ratio Set at 0.2966 per Share
of PacWest Common Stock for Each Share of First California Common
Stock — — Acquisition to Close at Close of
Business on May 31, 2013 — — Systems Conversion
Expected to Occur on June 14, 2013 —
PacWest Bancorp (Nasdaq:PACW) and First California Financial Group,
Inc. (Nasdaq:FCAL) today announced the receipt of all necessary
regulatory approvals in connection with the previously announced
pending merger of First California Financial Group, Inc. ("First
California") with and into PacWest Bancorp ("PacWest"). The final
regulatory approval was received on May 10, 2013.
Pursuant to the terms of the merger agreement, PacWest will
acquire First California for $8.00 per First California common
share. The exchange ratio is calculated based on the
volume-weighted average share price of PacWest common stock for the
20 consecutive trading days ending on the second full trading day
prior to the receipt of the last of the regulatory approvals
required under the merger agreement.
As a result, each share of First California common stock shall
be converted into the right to receive 0.2966 of a share of PacWest
common stock. PacWest will issue an aggregate of approximately 8.4
million shares of PacWest common stock to First California
stockholders (which includes PacWest common shares issuable in
exchange for First California's Series A Preferred Stock).
Approximately $537,000 in cash will be delivered to holders of
outstanding and unexercised First California options. In addition,
approximately one million shares of First California common stock
currently owned by PacWest will be cancelled in the
merger. Based on the closing price of PacWest's common stock
on May 13, 2013 of $27.61 per share, the aggregate consideration to
be paid to First California common stockholders and holders of
options to acquire First California common stock plus the cost of
the First California shares of common stock cancelled in the merger
is approximately $237.1 million.
Stockholders of PacWest and First California overwhelmingly
approved the merger on March 20, 2013.
PacWest and First California expect to complete the merger on
May 31, 2013. Completion of the merger remains subject to
satisfaction of customary closing conditions set forth in the
merger agreement. The integration of First California's systems and
the conversion of First California's branches to PacWest's
operating platform are scheduled to be completed over the weekend
of June 14, 2013.
As of March 31, 2013, on a pro forma consolidated basis with
First California, PacWest would have had approximately $7.0 billion
in assets with 82 branches throughout California.
ABOUT PACWEST BANCORP
PacWest Bancorp ("PacWest") is a bank holding company with $5.3
billion in assets as of March 31, 2013, with one wholly-owned
banking subsidiary, Pacific Western Bank ("Pacific Western").
Through 67 full-service community banking branches, Pacific Western
provides commercial banking services, including real estate,
construction and commercial loans, to small and medium-sized
businesses. Pacific Western's branches are located throughout
California in Los Angeles, Orange, Riverside, San Bernardino, Santa
Barbara, San Diego, San Francisco, San Luis Obispo, San Mateo and
Ventura Counties. Through its subsidiaries, BFI Business
Finance and Celtic Capital Corporation, and its divisions, First
Community Financial and Pacific Western Equipment Finance, Pacific
Western also provides working capital financing and equipment
leasing to growing companies located throughout the United States,
with a focus on the Southwestern U.S., primarily in Arizona,
California, Utah and Texas. Additional information regarding
PacWest Bancorp is available on the Internet at
www.pacwestbancorp.com. Information regarding Pacific Western
Bank is also available on the Internet at
www.pacificwesternbank.com.
ABOUT FIRST CALIFORNIA FINANCIAL GROUP,
INC.
First California Financial Group, Inc. is the holding company of
First California Bank. Founded in 1979 and with nearly
$2 billion in assets, First California serves the comprehensive
financial needs of small- and middle-sized businesses and high net
worth individuals throughout Southern California. Led by
an experienced team of bankers, First California is committed to
providing the best client service available in its markets,
offering a full line of quality commercial banking products through
15 full-service branch offices in Los Angeles, Orange, Riverside,
San Bernardino, San Diego, San Luis Obispo and Ventura
counties. The holding company's website can be accessed
at www.fcalgroup.com. For additional information on First
California Bank's products and services, visit www.fcbank.com.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking information
about PacWest Bancorp, First California Financial Group, and the
combined company after the close of the transaction that is
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 PacWest, First
California and the combined company. Forward-looking
statements speak only as of the date they are made and we assume no
duty to update such statements. We caution readers that a
number of important factors could cause actual results to differ
materially from those expressed in, or implied or projected by,
such forward-looking statements. Risks and uncertainties for each
institution and the combined institution include, but are not
limited to: lower than expected revenues; credit quality
deterioration or a reduction in real estate values could cause an
increase in the allowance for credit losses and a reduction in net
earnings; increased competitive pressure among depository
institutions; the ability to complete the proposed acquisition, or
any future acquisition, successfully integrate such acquired
entities, or achieve expected beneficial synergies and/or operating
efficiencies, in each case within expected time-frames or at all;
settlements with the FDIC related to loss-sharing arrangements; the
possibility that personnel changes will not proceed as planned; the
cost of additional capital is more than expected; a change in the
interest rate environment reduces net interest margins;
asset/liability re-pricing risks and liquidity risks; pending legal
matters may take longer or cost more to resolve or may be resolved
adversely; general economic conditions, either nationally or in the
market areas in which the entities operate or anticipate doing
business, are less favorable than expected; and environmental
conditions, including natural disasters, may disrupt business,
impede operations, or negatively impact the values of collateral
securing loans.
CONTACT: PacWest Bancorp
10250 Constellation Blvd., Suite 1640
Los Angeles, CA 90067
Matthew P. Wagner
Chief Executive Officer
(310) 728-1020
Victor R. Santoro
Executive Vice President and CFO
(310) 728-1021
First California Financial Group, Inc.
3027 Townsgate Road, Suite 300
Westlake Village, CA 91361
C. G. Kum
President and Chief Executive Officer
(805) 322-9308
Romolo C. Santarosa
Sr. Executive Vice President and COO/CFO
(805) 322-9333
First Trust California M... (NASDAQ:FCAL)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
First Trust California M... (NASDAQ:FCAL)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025
