Sutter Community Bank (fka SUTB)

[BigCat]

Suncrest Bank To Acquire Sutter Community Bank

Merger to create approximately $300 million North and South Valley franchise
VISALIA, Calif. and YUBA CITY, Calif., July 27, 2015 /PRNewswire/ -- Suncrest Bank (OTCQX:SBKK) and Sutter Community Bank (OTCPink:SUTB) today announced that they have entered into a definitive agreement whereby Sutter Community Bank will merge with Suncrest Bank in an all-stock deal, valued at approximately $9.4 million. The transaction combines two of the leading agribusiness focused community banks located in California's North and South Central Valley, with approximately $300 million in combined assets.

Shareholders of Sutter Community Bank (SUTB) will receive a fixed exchange ratio at closing of 1.2 shares of Suncrest Bank (SBKK) for each share of SUTB common stock, the exchange ratio being arrived at on a tangible book for tangible book basis. As of March 31, 2015, Sutter Community Bank had a tangible book value per share of $9.72 and Suncrest Bank had a tangible book value per share of $7.99. At close of business Friday 24(th) , July, the SBKK stock price was $8.20. The merger is subject to customary closing conditions, including the receipt of all regulatory approvals and the approval of the shareholders of both Suncrest and Sutter.

Suncrest Bank is headquartered in Visalia, CA, with approximately $200 million in total assets at March 31(st) , 2015 and operates three branches in Tulare and Fresno counties. Sutter Community Bank is headquartered in Yuba City, CA, with approximately $67 million in total assets, operating one branch in Sutter County. The combined bank will continue to operate all four branches, as Suncrest Bank, offering the same exceptionally high level of customer service, together with an expanded product set, increased lending capability, significantly broader geographic coverage, and reduced overhead expenditures through the integration of back office systems and processes.

Upon completion of the transaction, two Directors from the Sutter Board will join the Board of the newly combined bank with the remaining Sutter Directors forming a new local market advisory Board, thereby ensuring continued local leadership and decision making in Yuba/Sutter market.

"We have been extremely impressed with Suncrest Bank's local community banking philosophy and strategic direction, and are excited about the opportunities this merger will create for our shareholders, customers and staff," said Dan Jacuzzi, Chairman of Sutter Community Bank. "This partnership will certainly enable us to more thoroughly serve our market and our new bank will be able to offer loans up to $10 million, to qualified borrowers, thereby significantly expanding the business we can confidently go after."

Ciaran McMullan, President and CEO of Suncrest added, "We have been actively looking for opportunities to expand our geographic exposure beyond the South Valley, and believe that Sutter Community Bank is the ideal partner to help us do so."

"Combining our two North and South Valley franchises not only helps diversify and broaden the range of industries, companies, consumers and agricultural sectors we can serve but also creates a significantly more competitive bank in each region." The new bank will offer a full range of commercial lending, deposit and cash management products across all industry sectors, and will serve the region's agribusinesses, farmers and ranchers through the separately branded Suncrest Agribusiness Division.

The directors of Suncrest Bank and Sutter Community Bank have approved the merger agreement and agreed to vote all shares of SBKK and SUTB owned or controlled by them, for approval of the merger agreement and merger. Suncrest Bank's President and CEO, Ciaran McMullan will continue as the President and CEO of the combined bank following the completion of the merger.

During 2014 Suncrest Bank grew its total assets by over 49%, its loan portfolio by 33%, and is rapidly becoming one of central California's banking success stories. Its asset growth in 2014 placed it in the top 1.5% of all US banks.

MJ Capital Partners, LLC acted as financial advisor and delivered a fairness opinion to the Board of Directors of Sutter Community Bank. Loren P. Hansen, APC served as legal counsel to Sutter Community Bank. Vining Sparks, LLC delivered a fairness opinion to the Board of Suncrest Bank and King, Holmes, Paterno & Soriano, LLP served as legal counsel to Suncrest Bank.