SOURCE: Coronado First Bank

Coronado First Bank

November 27, 2012 09:00 ET

Coronado First Bank and San Diego Private Bank to Merge

CORONADO, CA--(Marketwire - Nov 27, 2012) - Coronado-based Coronado First Bank (OTCQB: NADO) and La Jolla-based Private Bancorp of America and its wholly-owned subsidiary San Diego Private Bank today announced the completion of a definitive agreement (the "Agreement") whereby Coronado First Bank and San Diego Private Bank will merge, pending regulatory and shareholder approval, and subject to customary closing conditions. The merger will broaden service offerings and resources of both banks while providing greater operational and regulatory efficiencies.

The Agreement provides that at the effective time of the merger, all of the outstanding shares in San Diego Private Bank will be exchanged for shares of Coronado First Bank at a fixed exchange ratio of 0.545 shares of Coronado First Bank for each share of San Diego Private Bank, for an implied deal value of approximately $15.5 million. Immediately prior to the merger of Coronado First Bank and San Diego Private Bank, the holding company Private Bancorp of America will be merged with and into San Diego Private Bank such that prior Private Bancorp of America shareholders will own all of the outstanding shares of San Diego Private Bank. The merger is expected to be completed in the first quarter of 2013.

In a joint statement Maria P. Kunac, President and CEO of Coronado First Bank and Selwyn Isakow, Chairman, President and CEO of San Diego Private Bank, said, "Both banks operate in complementary markets emphasizing personal client service. Bringing these two banks together to form a larger and stronger organization focused on growth will provide banking clients with broader products and services at a time when the Southern California region is entering its next growth cycle."

Coronado First Bank had $166 million in assets and $28.4 million in capital as of September 30, 2012. The bank has branches in Coronado and downtown San Diego and services the needs of small businesses and real estate investors throughout southern California. San Diego Private Bank was formed in August 2006 to focus on providing private banking services to successful individuals and has since successfully expanded into commercial and SBA lending. It had $129 million in assets and $13.1 million in capital as of September 30, 2012.

"The merger is a great opportunity for us to provide our clients increased credit capacity and expanded access to tailored banking products and services. This partnership presents an almost seamless merger opportunity because of the two banks' similar operating styles and systems," said Coronado First Bank President and CEO Maria P. Kunac. "For clients of both banks, we will continue to offer the highest quality of personal service from the friendly and efficient staff in our offices. The combined bank will have the capacity to enhance the products and services that we will be able to offer you, our valued clients."

Mr. Isakow added, "This merger is about two community banks that complement each other in size, products, service commitment, and their geographic focus. Coronado First Bank brings a wealth of experience in all aspects of real estate lending and superior credit administration while San Diego Private Bank brings a culture of unparalleled client service and customized financing solutions as well as a full complement of government guaranteed small business loan products."

The new bank will adopt the name of San Diego Private Bank and will be headquartered in Coronado. It will continue to operate all of the current locations, including Coronado (where it will retain the Coronado name), downtown San Diego and La Jolla. Representatives of both banks will be appointed to the surviving bank's Board of Directors. Isakow will serve as Chairman of the Board and Kunac will serve as President and CEO of the surviving bank.

Forward-Looking Statements

This release contains certain forward-looking information about Coronado First Bank and Private Bancorp of America (collectively, the "Companies") 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, and include statements related to the expected results of the Merger, anticipated market conditions in Southern California, and other statements concerning future events of expectations. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Coronado First Bank or Private Bancorp of America. Forward-looking statements speak only as of the date they are made and neither Company assumes a duty to update such statements. Both Companies 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 include, but are not limited to, both Companies' respective ability to complete the Merger, including obtaining regulatory approvals and approval by the shareholders of Coronado First Bank and Private Bancorp of America/San Diego Private Bank, or any acquisitions, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies within expected time-frames or at all, the ability of Coronado First Bank and Private Bancorp of America to retain customers, changes in the bank regulatory environment, demographic changes, demand for the products or services of each respective Company as well as their ability to attract and retain qualified people, competition with other banks and financial institutions, and other factors. If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, either Company's results could differ materially from those expressed in, or implied or projected by such forward-looking statements. Neither Company assumes an obligation to update such forward-looking statements.

Additional Information about the Proposed Transaction and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, Coronado First Bank expects to prepare and file with the California Department of Financial Institutions certain applications containing, among other things, a joint proxy statement/prospectus and other documents with respect to the proposed Merger. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS PROVIDED BY CORONADO FIRST BANK, SAN DIEGO PRIVATE BANK, AND PRIVATE BANCORP OF AMERICA IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors may obtain free copies of the joint proxy statement/prospectus and other relevant documents prepared by Coronado First Bank and Private Bancorp of America (if and when they become available) free of charge by contacting Coronado First Bank at (619) 437-1000 or Private Bancorp of America at (858) 875-6900.