SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP ANNOUNCE RECEIPT OF SHAREHOLDER APPROVALS FOR MERGER OF EQUALS
July 18 2024 - 8:00AM
Southern California Bancorp (Nasdaq: BCAL), the holding company for
Bank of Southern California, N.A., and California BanCorp (Nasdaq:
CALB), the holding company for California Bank of Commerce,
announce that at meetings of their respective shareholders held on
July 17, 2024, Southern California Bancorp and California BanCorp
shareholders approved the merger of California BanCorp with and
into Southern California Bancorp, with Southern California Bancorp
the surviving corporation pursuant to the Merger Agreement, dated
January 30, 2024, by and between Southern California Bancorp and
California BanCorp.
Shareholders of Southern California Bancorp also
approved a change of the company’s name from Southern California
Bancorp to California BanCorp and an amendment to Southern
California Bancorp’s bylaws to change the allowable range of
members of the board of directors to seven to 13, from its previous
range of six to 11.
“The receipt of shareholder approval marks an
important milestone for our merger of equals, and Steve and I are
pleased to report that each company’s shareholder base
overwhelmingly supported the transaction, which we believe will
benefit our shareholders, clients, employees and communities,” said
David Rainer, Chairman and CEO of Southern California Bancorp and
Bank of Southern California.
“Today’s vote brings us one step closer to
creating what we believe will be the premier commercial banking
franchise in the state of California,” said Steven Shelton, Chief
Executive Officer of California BanCorp. “We appreciate our
shareholders’ support for the merger and are excited about our
future.”
The merger has received all required regulatory
approvals and is expected to close on July 31, 2024.
ABOUT SOUTHERN CALIFORNIA BANCORP AND BANK OF SOUTHERN
CALIFORNIA, N.A.
Southern California Bancorp (NASDAQ: BCAL) is a
registered bank holding company headquartered in San Diego,
California. Bank of Southern California, N.A., a national banking
association chartered under the laws of the United States (the
“Bank”) and regulated by the Office of Comptroller of the Currency,
is a wholly owned subsidiary of Southern California Bancorp.
Established in 2001 and headquartered in San Diego, California, the
Bank offers a range of financial products and services to
individuals, professionals, and small- to medium-sized businesses
through its 13 branch offices serving Orange, Los Angeles,
Riverside, San Diego, and Ventura counties, as well as the Inland
Empire. The Bank's solutions-driven, relationship-based approach to
banking provides accessibility to decision makers and enhances
value through strong partnerships with its clients. Additional
information is available at www.banksocal.com.
ABOUT CALIFORNIA BANCORP AND CALIFORNIA BANK OF
COMMERCE
California BanCorp, the parent company for
California Bank of Commerce, offers a broad range of commercial
banking services to closely held businesses and professionals
located throughout Northern California. California BanCorp’s common
stock trades on the Nasdaq Global Select marketplace under the
symbol CALB. For more information on California BanCorp, please
visit our website at www.californiabankofcommerce.com.
FORWARD-LOOKING STATEMENTS
This communication may contain certain
forward-looking statements, including but not limited to certain
plans, expectations, projections and statements about the benefits
of the proposed merger (the “Merger”), the timing of completion of
the Merger, and other statements that are not historical facts.
Such statements are subject to numerous assumptions, risks, and
uncertainties. All statements other than statements of historical
fact, including statements about beliefs and expectations, are
forward-looking statements. Forward-looking statements may be
identified by words such as “expect,” “anticipate,” “believe,”
“intend,” “estimate,” “plan,” “target,” “goal,” or similar
expressions, or future or conditional verbs such as “will,” “may,”
“might,” “should,” “would,” “could,” or similar variations. The
forward-looking statements are intended to be subject to the safe
harbor provided by the Private Securities Litigation Reform Act of
1995.
Factors that could cause or contribute to
results differing from those in or implied in the forward-looking
statements include but are not limited to the occurrence of any
event, change or other circumstances that could give rise to the
right of Southern California Bancorp (“SCB”) or California BanCorp
(“CBC”) to terminate their agreement with respect to the Merger;
the outcome of any legal proceedings that may be instituted against
SCB or CBC; delays in completing the Merger; the failure to satisfy
any of the conditions to the Merger on a timely basis or at all;
the ability to complete the Merger and integration of SCB and CBC
successfully; costs being greater than anticipated; cost savings
being less than anticipated; changes in economic conditions; the
risk that the Merger disrupts the business of SCB, CBC or both;
difficulties in retaining senior management, employees or
customers; the impact of bank failures or other adverse
developments at other banks on general investor sentiment regarding
the stability and liquidity of banks; and other factors that may
affect the future results of SCB and CBC. Additional factors that
could cause results to differ materially from those described above
can be found in SCB’s Annual Report on Form 10-K for the year ended
December 31, 2023, which is on file with the Securities and
Exchange Commission (the “SEC”) and is available in the “Investor
Relations” section of SCB’s website, www.banksocal.com, in
CBC’s Annual Report on Form 10-K for the year ended
December 31, 2023, which is on file with the SEC and is
available in the “Investor Relations” section of CBC’s
website, www.californiabankofcommerce.com, and in other
documents that SCB and CBC file with the SEC. Investors may obtain
free copies of these documents and other documents filed with the
SEC on its website at www.sec.gov.
All forward-looking statements speak only as of
the date they are made and are based on information available at
that time. Neither SCB nor CBC assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
INVESTOR RELATIONS CONTACTKevin Mc CabeBank of
Southern Californiakmccabe@banksocal.com818.637.7065
California BanCorp (NASDAQ:CALB)
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