CALB - Southern California Bancorp and California BanCorp Announce a Merger of Equals to Create a Premier California Business Bank | Benzinga
SAN DIEGO and OAKLAND, Calif., Jan. 30, 2024 (GLOBE NEWSWIRE) -- Southern California Bancorp (NASDAQ:BCAL), the holding company for Bank of Southern California, N.A., and California BanCorp (NASDAQ:CALB), the holding company for California Bank of Commerce, jointly announce the execution of a definitive merger agreement, pursuant to which the companies will combine in an all-stock merger valued at approximately $233.6 million, or $26.54 per share of California BanCorp, based on the closing price of Southern California Bancorp on January 29, 2024.
Transaction Highlights
- Creates a premier California financial institution with approximately $4.6 billion in assets by combining two high performing franchises with footprints in the state's two best markets for mid-market business banking
- True merger of equals uniting top talent of two institutions with shared vision, values, and client-centric focus
- Enhanced scale allows further investment in technology to better manage risk, increase efficiency and enhance the client experience
- Adds complementary business lines and diversified lending verticals to each client base
"This merger of equals brings together two premier California business banks to create a franchise with a footprint that covers the two most attractive markets in California," said David Rainer, Chairman and CEO of Southern California Bancorp. "Our two companies share the same vision and values with a customer-centric focus on providing outstanding service to mid-market businesses. We believe this combination, resulting in increased size and scale, will drive improved profitability and increase shareholder value. It also offers customers increased product offerings and lending limits, as well as access to branches in both Northern and Southern California. The merger will also provide employees of both companies with increased career opportunities. I am very excited to work with Steven Shelton and his impressive team to build what we believe will be the premier business banking franchise in California."
"The expanded scale and capabilities we will have as a result of this merger will enhance our ability to continue adding attractive full banking relationships with commercial clients that provide operating deposit accounts and high quality lending opportunities, as well as enabling us to move up market and work with larger businesses," said Steven Shelton, Chief Executive Officer of California BanCorp. "This merger is bringing together two highly compatible institutions with similar cultures, a relationship-based approach and commercial banking expertise, with strong deposit bases that will offer opportunities for growth in various lending verticals. With our combined capabilities, we believe that we will be well positioned to consistently generate profitable growth and further enhance the value of our franchise in the years to come."
"We believe this merger will benefit all our constituents, including shareholders, employees, and the clients that we serve," said Stephen Cortese, Chairman of California BanCorp. "Over the past several years, we have made investments in talent and technology that strengthened our franchise and led to the strong growth we have seen in our client base, increased efficiencies, and improved profitability. This merger will accelerate the growth of our franchise and further improve our ability to create long-term value for shareholders."
Transaction Details
Under the terms of the definitive agreement, which has been unanimously approved by the boards of directors of Southern California Bancorp and California BanCorp, each outstanding share of California BanCorp common stock will be exchanged for the right to receive 1.590 shares of Southern California Bancorp common stock. As a result of the transaction, Southern California Bancorp shareholders will own approximately 57.1% of the outstanding shares of the combined company and California BanCorp shareholders will own approximately 42.9% of the outstanding shares of the combined company.
Name, Branding Headquarters and Markets
The companies will evaluate rebranding with new names and logos for the combined company and bank at the close of the transaction. The combined company's common stock will continue to trade on the Nasdaq Capital Market.
Corporate headquarters will be located in San Diego, Calif.
The combined company's Southern California footprint will include Bank of Southern California's 13 branches that serve Los Angeles, Orange, San Diego, and Ventura counties, and the Inland Empire. The combined company's Northern California footprint will include the California Bank of Commerce branch in Contra Costa ...