PEBN - Major Shareholder Intends to Exercise Dissenter Rights Over Pacific Enterprise Bancorp's Flawed and Ill-Conceived Merger with BayCom Corp
Reiterates Vote AGAINST the Proposed Deal, Which Would Deprive Shareholders of Significant Value
Intends to Sell Shares at Fair Value if Merger Is Approved
Shaul Kopelowitz, who holds approximately 9.9% of the outstanding common shares of Pacific Enterprise Bancorp (OTC: PEBN) ("PEBN" or the "Company"), today expressed his intent to exercise his dissenter rights in the event that the proposed merger with BayCom Corp ("BMCL") is approved by shareholders. As publicly stated, Mr. Kopelowitz will vote AGAINST the proposed merger at the upcoming special meeting of shareholders to be held at 1:00pm ET on December 13, 2021.
Mr. Kopelowitz commented:
“I continue to believe that the merger consideration offered by BCML is wholly insufficient compared to the fair market value for PEBN and would incur a significant loss of value for the Company's shareholders. On the day of the announcement, the proposed transaction represented a $3.30 per share discount to the Company's book value and a 26.2% discount to PEBN's share price.
I encourage other shareholders to seek advice from counsel on how to exercise their rights under the California statute that protects dissenting shareholders. I believe that shareholders can realize between 1.10–1.45x book value ($23.18–$30.56 per share) if they choose to exercise their dissenters' rights in the event that this egregious value-destroying merger is approved.
In exercising my dissenter rights, my sole intention is to allow for BCML to walk away from proposed merger in an honorable manner, without any liability with regard to the merger agreement. Under the proposed deal, BCML can elect not to close if more than 10% of shareholders are deemed dissenting shareholders.
Importantly, I remain open to engaging with PEBN's management in a constructive manner to discuss a path forward that can create enduring value for all shareholders."
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MKA
Bela Kirpalani, 646-386-0091
bkirpalani@mkacomms.com