UCBH Holdings, Inc. Signs Definitive Agreement to Acquire Summit Bank Corporation; Acquisition Marks Further Expansion of UCBH P
19 Septembre 2006 - 1:30PM
Business Wire
UCBH Holdings, Inc. (Nasdaq:UCBH), the holding company of United
Commercial Bank (UCB(TM)), and Summit Bank Corporation
(Nasdaq:SBGA) ("Summit"), the holding company of The Summit
National Bank, today announced that they have signed a definitive
agreement for UCBH to acquire Summit, in a transaction valued at
approximately $175.5 million. The Summit National Bank, a
commercial bank headquartered in Atlanta, Georgia, currently
operates five full-service branches in the metropolitan Atlanta
area, two in the South Bay Area of San Francisco, California, and
Concord Bank, a division of The Summit National Bank, in Houston,
Texas. Summit also operates a representative office in Shanghai,
China. The Summit National Bank has a strong international trade
finance platform that provides banking services to Asian
communities and other ethnic groups in the markets it serves.
Summit had assets of $656.7 million and deposits of $569.8 million
as of June 30, 2006. The definitive agreement has been approved by
the Board of Directors of each company. Under the terms of the
agreement announced today, Summit Bank Corporation will be merged
into a subsidiary of UCBH, and The Summit National Bank will be
merged into United Commercial Bank, for a total consideration of
approximately $175.5 million (as of a recent closing price for
UCBH), comprised of the issuance of approximately 4.8 million
shares of UCBH common stock, $87.4 million in cash and
approximately $800,000 related to the cash-out of the outstanding
stock options of Summit. The total consideration is subject to
certain adjustments detailed in the definitive agreement. The
transaction, which is subject to approval by Summit Bank
Corporation's shareholders and regulatory approval, is anticipated
to close in the first quarter of 2007. UCBH management projects the
deal will be marginally accretive to earnings per share in 2007 and
thereafter. "The proposed acquisition of Summit Bank Corporation is
a strategic move for UCBH to enter the growing Atlanta, Georgia and
Houston, Texas markets. In addition, Summit's Shanghai, China
representative office provides UCBH with the planned presence in
Shanghai, which complements our Greater China expansion strategy,"
said Thomas S. Wu, Chairman, President and Chief Executive Officer
of UCBH Holdings, Inc. "The Summit National Bank's operations
further enhance those of United Commercial Bank, and we share
similar commitments and values in providing the highest quality
banking services to our customers." "We are excited to become a
part of United Commercial Bank and believe that this transaction
will be very positive for our shareholders, customers and
employees," said Pin Pin Chau, Chief Executive Officer of Summit
Bank Corporation. "By joining a large and established lending
institution with a transpacific presence, we believe we will
significantly strengthen our opportunities to grow by offering more
products and services to our customers as well as serving new
market segments, including larger customers. This is a great
opportunity for both banks that are committed to providing
exceptional customer service and quality products." About UCBH
Holdings, Inc. UCBH Holdings, Inc. is the holding company for
United Commercial Bank, a state-chartered commercial bank, which is
the leading bank in the United States serving the Chinese community
and American companies doing business in Greater China. With $8.29
billion in assets as of June 30, 2006, the Bank has 47 California
branches/offices located in the San Francisco Bay Area, Sacramento,
Stockton, Los Angeles and Orange counties, four branches in New
York, three branches in New England, two branches in the Pacific
Northwest, a branch in Hong Kong, and representative offices in
Shenzhen, China and Taipei, Taiwan. UCB, with headquarters in San
Francisco, provides commercial banking services to small- and
medium-sized businesses and professionals in a variety of
industries, as well as consumer and private banking services to
individuals. The Bank offers a full range of lending activities,
including commercial real estate and construction loans, commercial
credit facilities, international trade finance, cash management,
private client services, loans guaranteed by the U.S. Small
Business Administration, residential mortgages, home equity lines
of credit, and online banking services for businesses and
consumers. For additional information, visit the web site for
United Commercial Bank at www.ibankUNITED.com or the web site for
UCBH Holdings, Inc. at www.ucbh.com. About Summit Bank Corporation
Summit Bank Corporation is an Atlanta-based bank holding company.
The Summit National Bank, its wholly-owned subsidiary, is a
full-service financial institution. Since its inception in 1988,
Summit has specialized in commercial banking services for small- to
mid-size businesses, as well as international trade finance for
businesses. Summit currently operates five branches in the
metropolitan Atlanta area, two in the South Bay Area of San
Francisco, California, and Concord Bank, a division of The Summit
National Bank, in Houston, Texas. Summit is the leading commercial
bank in numerous ethnic communities within these markets, serving
Asian-Indian, Chinese, German, Korean, Latin American and
Vietnamese markets, among others. Summit also operates a
representative office in Shanghai, China. Summit Bank Corporation
lists its common stock on The Nasdaq Global Market(R) under the
trading symbol SBGA. For additional information, please visit its
web site located at www.summitbk.com. In connection with the
proposed merger, Summit will file with the Securities and Exchange
Commission a proxy statement that will be sent to Summit's
shareholders seeking their approval of the proposed transaction. WE
URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IN CONNECTION WITH THE PROPOSED MERGER BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT UCBH, SUMMIT AND THE
PROPOSED MERGER. Investors and security holders may obtain free
copies of these documents through the web site maintained by the
Securities and Exchange Commission at www.sec.gov. Copies will also
be available free of charge by directing a request by telephone or
mail to Summit Bank Corporation, 4360 Chamblee-Dunwoody Road,
Atlanta, Georgia 30341, telephone (770) 454-0400. Summit's
directors and executive officers and certain other members of its
management may be soliciting proxies in favor of the merger from
Summit's shareholders. Information about Summit's directors,
executive officers and member of management, including their
holdings of Summit securities, is set forth in the proxy statement
for Summit's 2006 Annual Meeting of Shareholders, which is
available on its web site www.summitbk.com and at the address
provided in the preceding paragraph. Forward-Looking Statements
Certain statements contained in this release may include
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements are based upon specific assumptions that may or may not
prove correct. Forward-looking statements are also subject to known
and unknown risks, uncertainties and other factors relating to the
Company's and the Bank's operations and business environment, all
of which are difficult to predict, and many of which are beyond the
control of the Company and the Bank. The factors include, among
others: economic and business conditions in the areas and markets
in which the Company and the Bank operate, particularly those
affecting loans secured by real estate; deterioration or
improvement in the ability of the Bank's borrowers to pay their
debts to the Bank; market fluctuations such as those affecting
interest and foreign exchange rates and the value of securities in
which the Bank invests; competition from other financial
institutions, whether banks, investment banks, insurance companies
or others; the ability of the Bank to assimilate acquisitions,
enter new markets and lines of business, and open new branches,
successfully; changes in business strategies; changes in tax law
and governmental regulation of financial institutions; demographic
changes; and other risks and uncertainties, including those
discussed in the documents the Company files with the Securities
and Exchange Commission ("SEC"). The foregoing may cause the actual
results and performance of the Company and the Bank to be
materially different from the results and performance indicated or
suggested by the forward-looking statements. Further description of
the risks and uncertainties are included in detail in the Company's
current, quarterly and annual reports, as filed with the SEC.
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