NCAL Bancorp (fka NCAL)

[56Chevy]

Commercial Bank of California and National Bank of California to Merge

October 14, 2015 8:30 PM

IRVINE, Calif. & LOS ANGELES--(BUSINESS WIRE)--

NCAL Bancorp (OTC Pink: NCAL), National Bank of California and Commercial Bank of California today announced the execution of a definitive agreement providing for the acquisition of Commercial Bank of California by NCAL Bancorp through the merger of a wholly-owned subsidiary of NCAL Bancorp with and into Commercial Bank of California, followed immediately by the merger of National Bank of California with and into Commercial Bank of California.

In the merger each share of Commercial Bank of California common stock will be exchanged for a number of shares of NCAL Bancorp common stock having an aggregate adjusted book value per share equal to the adjusted book value per share of a share of Commercial Bank of California common stock, determined as of the end of the month preceding the month in which the closing occurs.

The combined bank will continue to serve its Los Angeles County and Orange County customer base and all existing branches of both banks will remain open after the merger. On a pro forma basis, based on financial information at September 30, 2015, the combined bank would have total assets of over $700 million and total deposits of over $600 million.

The merger is subject to customary closing conditions, including the receipt of all regulatory approvals and the approval of the shareholders of both NCAL Bancorp and Commercial Bank of California. It is anticipated that the transaction will close in the first quarter of 2016.

Advisors

NCAL Bancorp and National Bank of California were advised in this transaction by the law firm of King, Holmes Paterno & Soriano, LLP and its financial advisor, FIG Partners, LLC, which rendered a fairness opinion to NCAL Bancorp. Commercial Bank of California was advised by the law firm of Dentons US LLP, and received a fairness opinion from Vining Sparks Community Bank Advisory Group.

About Commercial Bank of California

Commercial Bank of California is a full-service bank serving the business and professional communities in Orange County from two branches located in Irvine and Costa Mesa. More information on Commercial Bank of California is available at www.cbcal.com.

About National Bank of California

National Bank of California is a full service bank headquartered in West Los Angeles serving business and other customers from four banking offices located in Los Angeles and Orange Counties. It is a wholly-owned subsidiary of NCAL Bancorp. More information on National Bank of California is available at www.nbcal.com.

http://finance.yahoo.com/news/commercial-bank-california-national-bank-003000046.html

TARP Transactions

Original TARP investment amount: $10,000,000.00 (on Dec. 19, 2008)

Outstanding investment $10,000,000.00 (Footnote 8)

Total cash back: $1,311,027.78 (May include dividends and interest payments not shown below)

Investment status: Full investment outstanding; warrants outstanding

Data current as of Oct. 16, 2013

* A. Muerelo owned bank in SoCal. I have no interest in either.

Marker:
Ncal Bancorp (PC) (NCAL)
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