Submission of Matters to a Vote of Security Holders.
On March 9, 2012, following the execution of the Merger Agreement, SB Acquisition Company LLC, the holder of 25,000,000 shares of the Company’s common stock, constituting approximately 76 percent of the outstanding shares of the Company’s common stock, delivered to the Company its action by written consent adopting and approving the Merger Agreement and the Merger. No further approval of the stockholders of the Company is required to approve the Merger Agreement and the Merger.
Enterprising Investor: Congratulations. Your deep DD and patience payed off. Needless to say, a TA person like myself was not along to enjoy the party, but I will be looking in on your posts more often in the future. GL
US based UnionBanCal Corporation (UNBC) and its primary subsidiary, Union Bank, has acquired Pacific Capital Bancorp (PCBC), for $1.5bn.
According to terms of the deal, Santa Barbara Bank & Trust will merge into Union Bank on 3 December 2012, following receipt of approval from regulators on 14 November, with the latter to continue as surviving entity.
As part of the transaction, the purchaser acquires $3.7bn in loans in custody for investment and $4.7bn in deposits, as of 30 September 2012.
PCBC's public stockholders will exchange their stock certificates for the per share merger consideration and each outstanding share of common stock of PCBC will receive $46 in cash, without interest.
With closing of the transaction, registration of PCBC's common stock under the Securities Exchange Act of 1934 will be terminated and its shares will not be listed on any stock exchange or quotation system, including Nasdaq Global Market.
Having $88.2bn of assets as of 30 September 2012, UNBC's subsidiary serves as a full-service commercial bank and operates 402 branches in California, Washington, Oregon, Texas, New York and Illinois, as well as two international offices.
UNBC is a wholly-owned subsidiary of The Bank of Tokyo-Mitsubishi UFJ.
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