SOURCE: Premier Commercial Bank

Premier Commercial Bank

July 20, 2012 09:00 ET

Premier Commercial Bancorp Receives Shareholder Approval for Merger With CU Bancorp

ANAHEIM, CA--(Marketwire - Jul 20, 2012) - Premier Commercial Bancorp (OTCBB: PCBP) today announced that its shareholders have approved the principal terms of an Agreement and Plan of Merger dated December 8, 2011, as amended (the "Merger Agreement") which provides for the merger of Premier Commercial Bancorp into CU Bancorp, the proposed bank holding company for California United Bank (OTCBB: CUNB), and for the merger of Premier Commercial Bank, N.A. into California United Bank. 

At the Premier Commercial Bancorp shareholder meeting 98.5 percent of the shares voting, in person or by proxy, voted in favor of the merger proposal. In addition, all directors of Premier Commercial Bancorp were reelected at the meeting. 

Kenneth J. Cosgrove, Chairman and Chief Executive Officer of Premier Commercial Bancorp stated, "Our merger with California United Bank is an outstanding opportunity for our business, our customers and our shareholders. We look forward to working with the California United team to continue the tradition of 'better banking' for the communities we serve in Southern California."

Shareholders of California United Bank will hold a special meeting on July 23, 2012 at 10:00 a.m. PDT to consider and vote upon a bank holding company reorganization and the principal terms of the Merger Agreement. 

Regulatory approvals for a reorganization creating a bank holding company for California United Bank (CU Bancorp), the merger of Premier Commercial Bancorp into CU Bancorp, and the merger of Premier Commercial Bank, N.A. into California United Bank were received in June 2012 from the Federal Deposit Insurance Corporation ("FDIC"), the California Department of Financial Institutions ("CDFI") and the Federal Reserve Board ("FRB"). Subject to customary conditions, the transactions are expected to close on or about July 31, 2012.

The transaction is valued at approximately $38.2 million. CU Bancorp will issue, subject to certain adjustment set forth in the Merger Agreement, 3,721,442 shares of common stock to Premier Commercial Bancorp shareholders. All Premier Commercial Bancorp shareholders will receive CU Bancorp common stock in exchange for their shares of Premier Commercial Bancorp common stock in an exchange ratio determined in accordance with the Merger Agreement which is presently estimated at 0.9923 shares of CU Bancorp common stock for each share of Premier Commercial common stock and cash in lieu of fractional shares. The receipt of CU Bancorp common stock by shareholders of Premier Commercial Bancorp is expected to be structured as a tax-free exchange.

Following the closing of proposed merger, the combined bank franchise will offer eight full service offices in Simi Valley, Thousand Oaks, Encino, Santa Clarita, Los Angeles, the South Bay, Anaheim and Irvine/Newport Beach.

About Premier Commercial Bancorp

Premier Commercial Bancorp is the parent and bank holding company for Premier Commercial Bank, N.A. Premier Commercial Bank with $564 million in assets (as of March 31, 2012) is located in Orange County with offices in Anaheim and Newport Beach/Irvine. Premier Commercial Bank was founded in 2001 as a locally owned community business bank. The bank provides a full range of products and services including commercial, real estate and SBA loans as well as cash management products and deposit services to businesses, entrepreneurs, professionals and the hospitality industry. Its unique capability in diversified lending, in addition to its customary community bank credit products, helps its customers meet their cash management goals. Further information may be obtained at www.pcboc.com.

Forward-Looking Statements

Certain statements contained in this release that are not statements of historical fact constitute forward-looking statements for which CU Bancorp, California United Bank and Premier Commercial Bancorp (collectively the "Company") each claim the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995 (the "Act"), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in the Company's future filings with the Securities Exchange Commission, in press releases and in oral and written statements made by the Company or with the Company's approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of the Company's plans, objectives and expectations or those of its management or Boards of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as "believes," "anticipates," "expects," "intends," "targeted," "continue," "remain," "will," "should," "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements are based on management's knowledge and belief as of today and include information concerning the possible or assumed future financial condition, results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. A number of factors, some of which are beyond the Company's ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. These factors include (1) difficult and adverse conditions in the global and domestic capital and credit markets and the state of California, (2) continued volatility and further deterioration of the capital and credit markets, (3) significant costs or changes in business practices required by new banking laws or regulations, (4) a more adverse than expected decline, a "double dip" recession, or continued weakness in general business and economic conditions, which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense, (5) changes in market rates and prices which may adversely impact the value of financial products, (6) changes in the interest rate environment and market liquidity which may reduce interest margins and impact funding sources, (7) increased competition, (8) changes in the financial performance and/or condition of the Bank's borrowers, (9) increases in Federal Deposit Insurance Corporation premiums due to market developments and regulatory changes, (10) earthquake, fire, pandemic or other natural disasters, (11) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies, (12) changes in capital requirements or capital treatment of certain categories of debt currently considered as capital for regulatory purpose, and (13) our success at managing the risks involved in the foregoing.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the statements are made, or to reflect the occurrence of unanticipated events.

For a more complete discussion of these risks and uncertainties, see the California United Bank's Annual Report on Form 10-K for the year ended December 31, 2011, and particularly Part I, Item 1A, titled "Risk Factors" and CU Bancorp's Registration Statement on Form S-4 and its Proxy/Prospectus dated June 22, 2012. These documents are available on California United Bank's website at www.cunb.com under the Investor Relations tab. 

Contact Information

  • Contact

    Kenneth Cosgrove
    Chairman and Chief Executive Officer
    Premier Commercial Bancorp
    (714) 978-3700
    Email Contact