- Acquisition creates a business banking franchise in Southern
California with over $9 billion in assets
- Three new independent directors appointed to the Board of
Directors
Banc of California, Inc. (NYSE: BANC) (the “Company” or “Banc of
California”), the holding company of Banc of California, N.A. (the
“Bank”), announced today the completion of its acquisition of
Pacific Mercantile Bancorp (NASDAQ: PMBC) (“Pacific Mercantile”)
effective as of October 18, 2021. Following the acquisition, Banc
of California will have over $9 billion in total assets. The
Company announces third quarter earnings on October 21, 2021.
Jared Wolff, President & CEO of Banc of California, stated,
“The Pacific Mercantile acquisition significantly enhances the
growth of our business banking franchise in Southern California
with the addition of approximately $980 million in gross loans,
$1.3 billion in total deposits and $1.5 billion in total assets as
of September 30, 2021. Moreover, we are excited to welcome Pacific
Mercantile’s clients and team of highly experienced bankers into
our Banc of California family.”
Mr. Wolff added, “We are very proud of the commitment and hard
work of the team members of Banc of California and Pacific
Mercantile who have already made significant progress in planning
and integrating the two organizations and will complete the Pacific
Mercantile system conversion this quarter. We expect the smooth
transition of Pacific Mercantile clients to our platform and
integration of our teams will enable us to deliver quickly on the
compelling economic benefits of the transaction and enhance the
value of our franchise.”
Under the terms of the Agreement and Plan of Merger, each
Pacific Mercantile common share, other than excluded shares, was
converted into the right to receive 0.50 of a share of Company
common stock. The Company is issuing an aggregate of approximately
11.9 million shares of Company common stock and paying
approximately $3.2 million in cash to equity award holders. The
value of the total deal consideration is approximately $226
million.
In connection with the completion of the merger, two Pacific
Mercantile directors, Denis P. Kalscheur and Shannon F. Eusey, have
joined the Board of Directors of the Company and the Bank (the
“Board”). In addition, the Company today announced the appointment
of Vania Schlogel to the Board, effective October 18, 2021. Mr.
Kalscheur was most recently the Chairman of the Board of Pacific
Mercantile, Ms. Eusey is the Co-Founder, Chief Executive Officer
and President of Beacon Pointe Advisors, and Ms. Schlogel is the
Founder and Managing Partner of Atwater Capital. Barbara
Fallon-Walsh, a well-respected and valued Board member, retired
from both Boards effective at the closing of the merger.
These appointments, along with Ms. Fallon-Walsh’s retirement,
expand the Board to 12 directors, 11 of whom are independent.
“I’m pleased to welcome Denis, Shannon and Vania as new
independent directors to the Board,” said Mr. Wolff. “Each of them
brings important experience and enhances the diversity of skills
and viewpoints on our Board. Their respective financial and risk
management expertise, deep understanding of strategy and people,
and strong roots in the Southern California business community will
be invaluable as we continue to drive growth and execute on our
strategic initiatives.”
Ms. Fallon-Walsh is retiring following her relocation to the
East Coast after having served on the Board for three years.
“We are sad to see Fallon retire and would like to thank her for
her many contributions and service to the Board,” said Board Chair
Bob Sznewajs. “Her leadership and guidance were instrumental in
guiding the Company through its transformation.”
About Banc of California, Inc.
Banc of California, Inc. (NYSE: BANC) is a bank holding company
with one wholly-owned banking subsidiary, Banc of California, N.A.
(the Bank), and had $8.0 billion in assets as of June 30, 2021, and
over $9.0 billion in assets following the completion of its
acquisition of Pacific Mercantile. The Bank has 39 offices
including 33 full-service branches located throughout Southern
California. Through our dedicated professionals, we provide
customized and innovative banking and lending solutions to
businesses, entrepreneurs and individuals throughout California. We
help to improve the communities where we live and work, by
supporting organizations that provide financial literacy and job
training, small business support and affordable housing. With a
commitment to service and to building enduring relationships, we
provide a higher standard of banking. We look forward to helping
you achieve your goals. For more information, please visit us at
www.bancofcal.com.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of the “Safe-Harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These statements are
necessarily subject to risk and uncertainty and actual results
could differ materially from those anticipated due to various
factors, including those set forth from time to time in the
documents filed or furnished by Banc of California, Inc. with the
Securities and Exchange Commission (SEC). Words such as
“anticipates,” “believes,” “estimates,” “expects,” “forecasts,”
“intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or
other similar words and expressions are intended to identify these
forward-looking statements. In addition to those, statements about
the potential effects of the Pacific Mercantile Bancorp acquisition
on the business, financial results and condition of Banc of
California, Inc. and its subsidiaries may constitute
forward-looking statements and are subject to the risk that the
actual effects may differ, possibly materially, from what is
reflected in those forward-looking statements due to factors and
future developments that are uncertain, unpredictable and in many
cases beyond the control of Banc of California, Inc., including (i)
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 Banc of California Inc. and
Pacific Mercantile Bancorp operate; (ii) risk that the COVID-19
pandemic, including uncertainty and volatility in financial,
commodities and other markets, and disruptions to banking and other
financial activity, could harm Banc of California, Inc.’s business,
financial position and results of operations, and could adversely
affect the anticipated benefits of the acquisition; (iii) the
ability to promptly and effectively integrate the businesses of
Banc of California Inc. and Pacific Mercantile Bancorp; (iv) the
reaction to the transaction of the companies’ customers, employees
and counterparties; (v) diversion of management time on
integration-related issues; (vi) lower than expected revenues,
credit quality deterioration or a reduction in real estate values
or a reduction in net earnings; and (vii) other risks that are
described in Banc of California Inc.’s public filings with the SEC.
You should not place undue reliance on forward-looking statements
and Banc of California, Inc. undertakes no obligation to update any
such statements to reflect circumstances or events that occur after
the date on which the forward-looking statement is made.
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version on businesswire.com: https://www.businesswire.com/news/home/20211018005984/en/
Media/Investor Relations Inquiries: Banc of California,
Inc. (855) 361-2262 Jared Wolff, (949) 385-8700 Lynn Hopkins, (949)
265-6599
Pacific Mercantile Bancorp (NASDAQ:PMBC)
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