Valley Community Bank (fka VCBC)

[56Chevy]

Another letter will be going out tomorrow;

Copies of the VCB Letter and the Taylor Letter have been delivered to FNB Bancorp and the Department of Business Oversight and are available for any shareholder to review upon request to VCB (at Valley Community Bank, 465 Main Street, Pleasanton, California 94566, Attention: Chief Executive Officer, telephone [phone]) or to FNB (at FNB Bancorp, 975 El Camino Real, Third Floor, South San Francisco, California 94080, Attention: Chief Executive Officer, telephone [phone]).

Page 17;
http://www.sec.gov/Archives/edgar/data/1163199/000101905614001206/ex99_1.htm

*I'm curious what those 11 questions were. I'm thinking they were good ones!

[56Chevy]

Yes but now that things are coming into the daylight this could be very good for shareholders.

[SaltyMutt]

This seems like it could turn into a good old fashioned mess!

[56Chevy]

Fairness Hearings are an uncommon event for most shareholders. I know that to be true in my own experience.

Here is a link to the California Dept. of Business Oversight that explains more about what they are:

http://www.dbo.ca.gov/ENF/FairnessHearings/

[56Chevy]

So the VCBC board declined his offer of $4.12 and are putting it up for a vote to sell to Mr. Taylor for $4.12

Oopps. No...just to be clear joeysco the vote isn't to accept or reject Taylor's $4.12 offer. The vote is basically to accept or reject the low-ball offer from FNB Bancorp.

NOTICE IS HEREBY GIVEN, that on October 23, 2014, at 10:00 a.m. (local time), a public hearing will be held before the Commissioner of Business Oversight of the State of California or a person designated by the Commissioner of Business Oversight, at One Sansome Street, Sixth Floor, San Francisco, California 94104, upon the application of FNB Bancorp, a California corporation, for a permit authorizing the issuance of its securities pursuant to an Application for Qualification of Securities by Permit under Section 25121 of the California Corporate Securities Law of 1968, as amended, dated June 16, 2014. The purpose of the hearing is to enable the Commissioner to determine the fairness of the terms and conditions of the acquisition of Valley Community Bank by FNB Bancorp and whether the issuance of a permit to offer and sell securities is fair, just and equitable to all security holders affected pursuant to California Corporations Code sections 25121, 25122, 25140(c) and 25142. The transaction is described in more detail below in this Notice. If the Commissioner determines that the terms and conditions are fair, just and equitable and issues a permit to FNB Bancorp, then the issuance of the securities of FNB Bancorp to the shareholders of Valley Community Bank will not be registered under the Securities Act of 1933, as amended, in reliance upon the exemption from registration provided in Section 3(a)(10) of the Securities Act.

http://www.sec.gov/Archives/edgar/data/1163199/000101905614001206/ex99_1.htm

Z. THE HEARING

Any interested person may be present at the hearing and may, but need not, be represented by legal counsel, and will be given an opportunity to be heard. Any interested person will be entitled to the issuance of subpoenas to compel the attendance of witnesses and the production of books, documents and other items by applying for such subpoenas to the Department of Business Oversight, One Sansome Street, Sixth Floor, San Francisco, California 94104, if reasonably, properly and timely requested. If you are interested in this matter, you may appear at the hearing in favor of, or in opposition to, the granting of the permit. Whether or not you plan to attend, you are invited to make your views known by sending correspondence for receipt at least three business days prior to the date of the hearing to be held on October 23, 2014, to Danielle A. Stoumbos, Corporations Counsel, Department of Business Oversight, One Sansome Street, Suite 600, San Francisco, California 94104


*I will be sending in my REJECTION letter tomorrow.

[BigCat]

Only 40%?! I consider 40% quite substantial to say the least. For one person to own such a large amount with such a small share structure makes it incredibly attractive.
If I'm correct that would mean he would have to start his own holding company... I believe anymore than a 26% stake makes this a requirement.

PS
I own 1% of a bank and I consider it to be substantial... It would be a dream to own 40%!!! Hahaha

[yuanxi617]

it's only for 40% of shares though

[BigCat]

Wow... This is interesting. So the VCBC board declined his offer of $4.12 and are putting it up for a vote to sell to Mr. Taylor for $4.12. As a shareholder... Who in their right mind would vote against such an offer when you're getting over a dollar more per share?!?!?!? And once again why would the Board decline... I'm confused, I drank too much coffee today! Hahaha

[56Chevy]

Objection to Merger by Mr. Stephen Taylor

On June 17, 2014, Mr. Stephen S. Taylor, Jr., a shareholder, sent a letter to the VCB Board of Directors, stating that, based on his review of publicly available information regarding the recently announced agreement to merge into FNB, the announced transaction price seemed very low. His letter also requested answers to a list of eleven questions, all related to the decision-making process followed by the VCB Board of Directors prior to signing the agreement. Subsequently, on August 11, 2014, Mr. Taylor, a 9.8% shareholder of VCB, provided an additional letter to the VCB Board of Directors, stating his objection to the proposed merger with FNB and his belief that it would be preferable for VCB to remain an independent institution (the “Taylor Letter”). The Taylor Letter objected to the FNB merger on a number of bases, including Mr. Taylor’s belief that the proposed merger consideration was insufficient, that the merger may not preserve VCB’s deferred tax asset and that the VCB Board of Directors did not carry out a thorough and timely market check to identify if others might provide a better opportunity.

The Taylor Letter stated that Mr. Taylor would be personally prepared to negotiate a definitive agreement, and following regulatory approvals and completion of satisfactory due diligence, to offer to purchase up to 40% of the outstanding shares of VCB common stock not currently held by him for cash in the amount of $4.12 per share, subject to standard tender offer conditions.

On August 19, 2014, the VCB Board of Directors reviewed the Taylor Letter. Following discussions with legal counsel and its financial advisors and consideration of all material information, the VCB Board of Directors unanimously confirmed their commitment to the consummation of the merger with FNB and renewed their recommendation to shareholders to approve the merger. The Board of Directors of VCB unanimously believes that the proposed merger with FNB is in the best interests of VCB and its shareholders. On August 20, 2014, VCB responded to the Taylor Letter indicating its commitment to consummate the merger with FNB (the “VCB Letter”).

Copies of the VCB Letter and the Taylor Letter have been delivered to FNB Bancorp and the Department of Business Oversight and are available for any shareholder to review upon request to VCB (at Valley Community Bank, 465 Main Street, Pleasanton, California 94566, Attention: Chief Executive Officer, telephone [phone]) or to FNB (at FNB Bancorp, 975 El Camino Real, Third Floor, South San Francisco, California 94080, Attention: Chief Executive Officer, telephone [phone]).

A public hearing will be held before the Commissioner of Business Oversight of the State of California, or a person designated by the Commissioner of Business Oversight, at One Sansome Street, Sixth Floor, San Francisco, California 94104, on October 23, 2014 at 10:00 a.m. VCB shareholders may wish to conduct their own due diligence and retain independent counsel, such as a lawyer, accountant or financial advisor. VCB shareholders and their agents may appear at the hearing in favor of, or in opposition to, the granting of the permit. Whether or not you plan to attend, you are invited to make your views known by sending correspondence to Danielle A. Stoumbos, Corporations Counsel, One Sansome Street, Suite 600, San Francisco, California 94104, at least three business days prior to the hearing.

http://www.sec.gov/Archives/edgar/data/1163199/000101905614001206/ex99_1.htm

* OK we finally know who the 9.8% shareholder is and he's not happy with this deal either.

Marker:
Valley Community Ban (VCBC)
$2.60 down -0.45 (-14.75%)
Volume: 1,700

[Enterprising Investor]

Notice of Fairness Hearing (9/30/14)

Scheduled for 10/13/14 at 10:00.

[...]

Objection to Merger by Mr. Stephen Taylor

On June 17, 2014, Mr. Stephen S. Taylor, Jr., a shareholder, sent a letter to the VCB Board of Directors, stating that, based on his review of publicly available information regarding the recently announced agreement to merge into FNB, the announced transaction price seemed very low. His letter also requested answers to a list of eleven questions, all related to the decision-making process followed by the VCB Board of Directors prior to signing the agreement. Subsequently, on August 11, 2014, Mr. Taylor, a 9.8% shareholder of VCB, provided an additional letter to the VCB Board of Directors, stating his objection to the proposed merger with FNB and his belief that it would be preferable for VCB to remain an independent institution (the “Taylor Letter”). The Taylor Letter objected to the FNB merger on a number of bases, including Mr. Taylor’s belief that the proposed merger consideration was insufficient, that the merger may not preserve VCB’s deferred tax asset and that the VCB Board of Directors did not carry out a thorough and timely market check to identify if others might provide a better opportunity.

The Taylor Letter stated that Mr. Taylor would be personally prepared to negotiate a definitive agreement, and following regulatory approvals and completion of satisfactory due diligence, to offer to purchase up to 40% of the outstanding shares of VCB common stock not currently held by him for cash in the amount of $4.12 per share, subject to standard tender offer conditions.

On August 19, 2014, the VCB Board of Directors reviewed the Taylor Letter. Following discussions with legal counsel and its financial advisors and consideration of all material information, the VCB Board of Directors unanimously confirmed their commitment to the consummation of the merger with FNB and renewed their recommendation to shareholders to approve the merger. The Board of Directors of VCB unanimously believes that the proposed merger with FNB is in the best interests of VCB and its shareholders. On August 20, 2014, VCB responded to the Taylor Letter indicating its commitment to consummate the merger with FNB (the “VCB Letter”).

Copies of the VCB Letter and the Taylor Letter have been delivered to FNB Bancorp and the Department of Business Oversight and are available for any shareholder to review upon request to VCB (at Valley Community Bank, 465 Main Street, Pleasanton, California 94566, Attention: Chief Executive Officer, telephone [phone]) or to FNB (at FNB Bancorp, 975 El Camino Real, Third Floor, South San Francisco, California 94080, Attention: Chief Executive Officer, telephone [phone]).

A public hearing will be held before the Commissioner of Business Oversight of the State of California, or a person designated by the Commissioner of Business Oversight, at One Sansome Street, Sixth Floor, San Francisco, California 94104, on October 23, 2014 at 10:00 a.m. VCB shareholders may wish to conduct their own due diligence and retain independent counsel, such as a lawyer, accountant or financial advisor. VCB shareholders and their agents may appear at the hearing in favor of, or in opposition to, the granting of the permit. Whether or not you plan to attend, you are invited to make your views known by sending correspondence to Danielle A. Stoumbos, Corporations Counsel, One Sansome Street, Suite 600, San Francisco, California 94104, at least three business days prior to the hearing.

[...]

http://www.sec.gov/Archives/edgar/data/1163199/000101905614001206/ex99_1.htm

[56Chevy]

This just in on other Northern Calif banking news;

Ford Financial Fund to Commence Tender Offer to Acquire Majority Interest in Mechanics Bank (9/25/14)

DALLAS & WALNUT CREEK, Calif.--(BUSINESS WIRE)--Ford Financial Fund II, L.P. (“Ford Financial”) and Mechanics Bank (the “Bank”) today jointly announced that they have entered into an agreement pursuant to which Ford Financial will conduct a tender offer to acquire a majority of the outstanding shares of common stock of the Bank. Under the terms of the agreement, Ford Financial will conduct a tender offer to purchase up to 65 percent of the outstanding shares of common stock of the Bank at a cash purchase price of $26,832 per share. Mechanics Bank’s Board of Directors (the “Board”) has approved the transaction, which will allow the Bank's existing shareholders the opportunity to obtain meaningful liquidity while maintaining an equity stake in the Bank moving forward.

The offer price represents a premium of approximately 62 percent over the last reported sale price of the Bank’s common stock on the OTC Bulletin Board on September 24, 2014, the day prior to the announcement of the transaction. The terms and conditions of the tender offer will be described in an Offer to Purchase and related documents that will be mailed to the Bank’s shareholders when Ford Financial commences the tender offer. The tender offer will be subject to the tender of a sufficient number of the Bank’s outstanding shares of common stock such that Ford Financial would own at least a 51 percent interest in the Bank, as well as the receipt of regulatory approvals and other customary conditions.

[....]

http://www.businesswire.com/news/home/20140925006169/en/Ford-Financial-Fund-Commence-Tender-Offer-Acquire#.VClqyol0yUk

*Again I ask - What is so wrong with VCBC that the BoD is willing to sell the bank at a steep discount to Book Value??

Marker;
Valley Community Ban (VCBC)
$3.05 0.0 (0.00%)
Volume: 0

[56Chevy]

A large shareholder at Valley Community Bank is objecting to the Pleasanton, Calif., company's sale to FNB Bancorp in South San Francisco.

I'd like to know why this 10% owner is objecting to the sale. Obviously the 800lb gorilla is FNBs' offer grossly undervalues the bank and that alone should be enough to shut this deal down ...but are there other reasons as well?? We don't know...the company isn't saying.

How is selling the bank for a meager 55% of it's value "in the best interest of the bank and it's shareholders"!?

As a shareholder that's NOT in my best interest. If the company can't find better offers than that there must be financially disastrous reasons why it must be sold at such a steep discount. The financials I see tell a different story...so who or what isn't being honest??

It's a fair question for the CEO Mr. Loupe and the BoD.

[Enterprising Investor]

Investor Objects to Valley Community's Sale to FNB in California (9/04/14)

by Paul Davis

A large shareholder at Valley Community Bank is objecting to the Pleasanton, Calif., company's sale to FNB Bancorp in South San Francisco.

An unnamed individual, who owns 9.8% of Valley Community's common stock, recently requested a list of the company's other registered shareholders, President and Chief Executive Richard Loupe wrote in a Sept. 2 letter to investors. Valley Community provided the shareholder with the list.

"This shareholder has also expressed to our board... his opposition to the merger," Loupe wrote, adding that the company's directors recently met to consider the investor's objections. At that meeting, directors "found that the proposed merger... remains in the best interest of Valley Community Bank and its shareholders."

A call to Loupe for additional comment was not immediately returned.

FNB, the holding company for the $901 million-asset First National Bank of Northern California, agreed to buy Valley Community in May for $6.2 million. FNB also plans to redeem the nearly 6,000 shares the $139 million-asset Valley issued to the Treasury Department as part of the Troubled Asset Relief Program. The Tarp shares were sold in an auction last fall.

The merger, which was originally expected to close by the end of this month, has already received approval from the Office of the Comptroller of the Currency. It still needs the blessing of the Federal Reserve Board and Valley Community's shareholders.

http://www.americanbanker.com/issues/179_171/investor-objects-to-valley-communitys-sale-to-fnb-in-california-1069769-1.html

[56Chevy]

Since VCBC is not a reporting company, I was lucky in finding this today looking up FNBG. It was accepted by EDGAR yesterday.

Good eye EI...vigilance pays off ;)

Marker:
Valley Community Ban (VCBC)
$3.15 up 0.1 (3.28%)
Volume: 15,330

*As a new shareholder I plan to vote NO on the proposed merger with First National Bank of Northern California.

[56Chevy]

BINGO!!

Valley Community Bank recently received a demand letter from an existing shareholder who owns approxiamately 9.8% of the outstanding shares of Valley Community Bank common stock to provide to him a list of all registered shareholders of Valley Community Bank, which we have complied with as required by California law. This shareholder has also expressed to our Board of Directors his opposition to the merger with First National Bank of Northern California. Our Board of Directors met again on August 19th to consider the shareholder's objections, and found that the proposed merger with First National Bank of Northern California remains in the best interest of Valley Community Bank and it's shareholders.

Seems we weren't the only ones who thought this was a lousy deal for shareholders!

Marker:
Valley Community Ban (VCBC)
$3.00 down -0.05 (-1.64%)
Volume: 9,270

*First time in a while we've seen any volume to speak of as well.

[Enterprising Investor]

VCBC Shareholder Letter (9/02/14)



http://www.sec.gov/Archives/edgar/data/1163199/000101905614001126/fnb_8k.htm

Since VCBC is not a reporting company, I was lucky in finding this today looking up FNBG. It was accepted by EDGAR yesterday.

[Enterprising Investor]

The shareholder vote could fail like in ACFC.

Absent another offer, it will most likely get approved.

VCBC can be used as a way to buy FNBG at a discount.

[Enterprising Investor]

Offer may have been simply been 50 percent premium over recent market.

Shown below is a chart detailing the price and volume for the one year period up to the 5/22/14 announcement date.



I am truly fascinated about the lack of trading during the two months prior to the deal announcement.

[56Chevy]

There was no mention of other offers and to be fair perhaps that's because there weren't any. That's hardly likely but is certainly possible. The company isn't obligated to tell the shareholders intimate details about other bidders in a sale. But if this is the only offer management received it doesn't mean they have to take it. From all the public information I can find this bank was hardly what anyone would consider damaged goods.

Ever hear of the "Revlon Mode"?

In the landmark case Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), the Delaware Supreme Court held that once the board decides to sell the company, the duty of the board changes from preserving the corporate entity to maximizing stockholder value. Once the company is up for sale, it is in Revlon mode and the board's Revlon duties are as follows:

...the directors’ role changed from defenders of the corporate bastion to auctioneers charged with getting the best price for stockholders at a sale of the company.

http://www.dypadvisors.com/2011/10/17/board-of-directors-duties-during-sale-of-company/

At what point did the VCBC BoD go into their Revlon duties?

Is 0.55 X Book the "best price"? Is that the best they could do? Is that all the bank is really worth? If so, fine..the facts are the facts but they need to tell the shareholders what those facts are..and why the bank is in such poor condition it could only be sold at a deep discount.

The bottom line is this sale brings up more questions in my mind than it answers.

[illegal_alias]

Interesting... so what is not being disclosed?

[56Chevy]

...FNB's offer is only 55% of Book Value. In a day when the average bank merger offers across the country are coming in consistently at 1 ~ 2 X Book.....this is oddly VERY low!

I realise every merger/acquisition has it's own set of particulars that dictate the offers received..however here is another example of a bank about the size of VCBC [under $200MM in assets] that is currently in the final stages of a merger that began last May.

Tangible Book value for Rockport National Bancorp [ticker RPOR] prior to the merger announcement was $68.94.

This was the offer:

Shareholders of Rockport National Bancorp, Inc., the holding company of Rockport National Bank, will receive $138.58 in cash in exchange for each share of Rockport’s common stock, , over $77 more than the recent market closing price of $60.95.

Source: http://www.newburyportnews.com/news/local_news/article_9c90b9d6-e234-5e9e-ba8c-46006946a76a.html

==================

This deal nets RPOR's shareholders 2X Tangible book value.

Compare this to the offer VCBC is willing to accept
from FNB Bancorp of just 0.55 X BV.

If VCBC's shareholders have any idea what other healthy banks in affluent areas around the country are selling for...how can this ever get approval?? This bank is literally being given away. Why is that? There must be something very negative about VCBC we can't see that would fetch such a low offer...but What? The financial condition of the bank appears good..solid...well capitalized.. and they're located in an affluent, low unemployment and growing part of the country - Silicon Valley.

Something doesn't add up. Critical details about this proposed merger are missing... and I'm curious as a small retail bank investor/tracker what that could be. Mr. Market has the bank priced according to the deal but I think Mr. Market would have a change of heart if he had more info. ":~O

Marker:
Valley Community Ban (VCBC)
$3.05 0.0 (0.00%)
Volume: 200

[56Chevy]

Hi db7....yes it could be but something isn't right here.

I follow hundreds of bank and I haven't seen one yet sold for as low as 0.55X book. Shareholders can't be happy.

The PR shows that Valley Community Bank was advised by Monroe Financial Partners, Inc., as financial advisor, and Bryan Cave LLP, as legal counsel.

Bank Managers & Directors have a serious duty to look for the best offers... and when I see multiple bidders for these banks in deals all across the country consistantly above book value I have a hard time believing this offer was the best! On the surface this looks to be a very low bid.

I realise until recently VCBC has been swimming in red ink and FNB wasn't bidding on a cream puff...but an offer and an acceptance of 0.55X book is very out of the norm imo...so until we see this deal 100% signed, sealed and delivered I don't think we can file this one away just yet.

It's worth watching anyway. ':~O

[db7]

Hi 56, sounds like VCBC is all but a done deal though no?

[56Chevy]

HOW HEALTHY IS THIS BANK?

Notice that the bank ended 2012 with a -$3.4MM loss....and at the end of 2013 that was trimmed to a loss of -$353K.

http://banktracker.investigativereportingworkshop.org/banks/california/pleasanton/valley-community-bank/

In the first 6 months of 2014 the Net Income is a positive $137K. This bank appears to have it's worst days behind them. Hopefully the trend continues.

Source:
Uniform Bank Performance Report [UBPR]

https://cdr.ffiec.gov/public/Reports/UbprReport.aspx?rptCycleIds=79%2c74%2c76%2c72%2c67&rptid=283&idrssd=2723068&peerGroupType=&supplemental=

[56Chevy]

Earnings Per Diluted Common Share $0.20....as of 3/31/2014

This is the first time in years the bank has earned a profit indicating they've finally turned the corner.

This bank doesn't need to accept offers from buyers looking for "fire sale" prices...they just need to raise capital and repair their balance sheet.

http://www.vcb-ca.com/investRel.asp

[56Chevy]

Common Shares outstanding: 1,878,886

Book value per Common share $5.54

Market Value: $3.03

The offer from FNB on May 20th was $3.32

Taken from FNB's PR:

The number of shares of FNB Bancorp common stock to be issued to VCB shareholders is based on the fixed exchange ratio of 0.1135 which will not adjust for any subsequent change in the price of the common stock of FNB Bancorp or VCB. Thus, the value of the merger consideration will change based on fluctuations in FNB Bancorp's stock price. Based upon FNB Bancorp's closing price of $29.25 as of May 20, 2014, the transaction is currently valued at approximately $3.32 per share, or $6.2 million in the aggregate. FNB will issue 213,254 shares of its common stock with no cash (except for cash paid in lieu of any fractional shares) as consideration for all VCB common shares outstanding.

http://ih.advfn.com/p.php?pid=nmona&article=62313051

*See a problem? I certainly do...FNB's offer is only 55% of BV. In a day when the average bank merger offers across the country are coming in consistently at 1 ~ 2 X Book.....this is oddly VERY low!

[56Chevy]

Concurrently with the signing of the merger agreement, FNB Bancorp and the Bank entered into purchase agreements with the investors holding all of the 5,775 shares of outstanding VCB preferred stock, committing to purchase all of the preferred shares for cash in the amount of $750 per share, subject to and effective with the closing of the merger of VCB with and into the Bank.

It's not known at this moment if the US Treasury is still the holder of the Banks' outstanding preferred stock.

According to Banktracker - As of Oct. 16, 2013 they were but that was 10 months ago and may have changed. The wording in the PR uses the word "investors" which sounds like those shares may have been auctioned off since then to private investors. *Ownership of those Preferred Stocks will be confirmed in an upcoming post.

At any rate whoever holds those shares will be taking a 25% haircut if this deal goes thru. I can't imagine that isn't causing some heartburn among those holders.

Valley Community Bank

Pleasanton, CA

TARP Transactions

Original TARP investment amount: $5,500,000.00 (on Jan. 9, 2009)
Outstanding investment $5,500,000.00
Total cash back: $629,475.50 (May include dividends and interest payments not shown)
Investment status: Full investment outstanding; warrants outstanding

http://banktracker.investigativereportingworkshop.org/tarp/california/pleasanton/valley-community-bank/

[56Chevy]

FNB Bancorp to Acquire Valley Community Bank

Date : 05/22/2014 @ 7:43PM
Source : Marketwired
Stock : Valley Community Bank (pleasanton, Ca) (QB) (VCBC)

FNB Bancorp (OTCQB: FNBG), parent company of First National Bank of Northern California (the "Bank"), and Valley Community Bank (OTCBB: VCBC), today jointly announced their signing of an Agreement and Plan of Reorganization and Merger whereby FNB Bancorp will acquire Pleasanton, California-based Valley Community Bank ("VCB"). Under the terms of the agreement, VCB shareholders will receive 0.1135 shares of FNB Bancorp common stock in return for each share of VCB common stock outstanding and VCB will merge with and into the Bank which will continue operations as "First National Bank of Northern California." VCB option holders will receive cash, net of applicable taxes withheld, for the value of any unexercised in-the-money stock options, as determined prior to the closing.

The number of shares of FNB Bancorp common stock to be issued to VCB shareholders is based on the fixed exchange ratio of 0.1135 which will not adjust for any subsequent change in the price of the common stock of FNB Bancorp or VCB. Thus, the value of the merger consideration will change based on fluctuations in FNB Bancorp's stock price. Based upon FNB Bancorp's closing price of $29.25 as of May 20, 2014, the transaction is currently valued at approximately $3.32 per share, or $6.2 million in the aggregate. FNB will issue 213,254 shares of its common stock with no cash (except for cash paid in lieu of any fractional shares) as consideration for all VCB common shares outstanding.

The transaction is expected to qualify as a tax-free exchange for the shareholders of VCB who receive FNB Bancorp common stock.

Concurrently with the signing of the merger agreement, FNB Bancorp and the Bank entered into purchase agreements with the investors holding all of the 5,775 shares of outstanding VCB preferred stock, committing to purchase all of the preferred shares for cash in the amount of $750 per share, subject to and effective with the closing of the merger of VCB with and into the Bank.

The merger agreement has been unanimously approved by the board of directors of VCB and the boards of directors of FNB Bancorp and the Bank, and each person on the VCB board of directors has signed an agreement to vote all of his or her shares of VCB common stock in favor of the proposed transactions. Consummation of the merger and related transactions remains subject to the receipt of all required regulatory approvals, the approval of VCB shareholders, and the satisfaction of other customary closing conditions. The closing is expected to occur during the third quarter of 2014. FNB Bancorp expects the transactions to be immediately accretive to both book value per share and earnings per share.

[....]

http://ih.advfn.com/p.php?pid=nmona&article=62313051

*Note: This acquisition notification was put out last May 22, 2014...the pps at the time of this announcement was approx. $2.50.

Full Disclosure: I do not own shares of VCBC.

Marker as of 8/24/2014:

Valley Community Ban (VCBC)
$3.03 down -0.07 (-2.26%)
Volume: 400

[Dojiknows]

News