The information in the accompanying joint proxy statement/prospectus is
not complete and may be changed. A registration statement relating to the securities described in the accompanying joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued
until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The accompanying joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any
jurisdiction where the offer or sale is not permitted.
PRELIMINARYSUBJECT TO COMPLETIONDATED DECEMBER 8, 2023
To Our Shareholders:
The boards of directors of Central Valley Community Bancorp (Central Valley) and Community West Bancshares
(Community West) have approved an Agreement and Plan of Reorganization and Merger dated October 10, 2023 (the merger agreement) for the merger of Community West with and into Central Valley. Before we can complete the
merger, we must obtain the approval of the shareholders of Central Valley and Community West. We are sending our respective shareholders this document to ask for approval of the principal terms of the merger agreement at the respective special
shareholder meetings of Central Valley and Community West, which will each be held on [*], 2024. The merger agreement, which is attached as Annex A to the accompanying joint proxy statement/prospectus, sets forth the terms of the merger.
Under the merger agreement, Community West will merge with and into Central Valley (the first merger), with Central
Valley as the surviving entity. Promptly following the completion of the first merger Community West Bank, N.A. a national banking association chartered by the Office of the Comptroller of the Currency and a wholly owned subsidiary of Community West
(CWB) will merge with and into Central Valley Community Bank, a California state-chartered bank and wholly owned subsidiary of Central Valley (CVCB), with CVCB as the surviving entity (the bank merger). Effective
with these mergers Central Valley and CVCB will be rebranded and change their names to Community West Bancshares and Community West Bank, respectively.
Based on financial results as of September 30, 2023, the combined company will have approximately $3.5 billion in
total assets, $2.1 billion in gross loans, $3.0 billion in deposits, and $275 million in shareholders equity. We believe that the shareholders of both Central Valley and Community West will benefit from the combination of two
complementary banking institutions with similar core values and corporate cultures that will enhance the combined companys ability to generate profitable growth and long-term shareholder value.
In the proposed merger, Community West will merge with and into Central Valley in an
all-stock transaction valued at approximately $100.7 million, based on the closing price of Central Valley common stock of $14.12 on October 10, 2023, the day of, and immediately prior to the
first public announcement of the terms of the merger, and approximately $[*] million, based on the closing price of Central Valley common stock of $[*] on [*], 2023 (the most recent day for which information was available prior
to the printing and mailing of the joint proxy statement/prospectus). Community West shareholders will receive fixed consideration consisting of a 0.7900 share of Central Valley common stock for each share of Community West common stock they own
(the per share exchange ratio) with any fractional shares paid in cash without interest, subject to the terms and conditions set forth in the merger agreement, as further described in the accompanying joint proxy statement/prospectus.
The merger agreement permits the parties to terminate the merger agreement prior to the closing of the merger under certain circumstances, as described in the accompanying joint proxy statement/prospectus.
The per share exchange ratio in the merger will not be adjusted to reflect Central Valley stock price changes between now and
the closing. Based on the closing price of Central Valley common stock on October 10, 2023, the day of, and immediately prior to the first public announcement of the terms of the merger, the merger consideration will represent an implied value
of $11.15 per share of Community West common stock. Using the closing price of Central Valley common stock on [*], 2023 (the most recent date for which information was available prior to the printing and mailing of this joint proxy
statement/prospectus), the merger consideration will represent a value of $[*] per share of Community West common stock. Accordingly, the dollar value of the stock consideration that Community West shareholders may receive will change
depending on fluctuations in the market price of Central Valley common stock and will not be known at the time you vote on the merger. We urge you to obtain current market quotations of Central Valley common stock (NASDAQ trading symbol
CVCY) and Community West common stock (NASDAQ trading symbol CWBC).
Based on the 0.7900 per
share exchange ratio and the number of shares of Community West common stock and shares of Community West restricted stock outstanding as of the date of the merger agreement, Central Valley expects that approximately 6,992,590 shares of its common
stock will become issuable on the closing date (assuming no Community West stock options are exercised prior to the closing date of the merger). Giving effect to the merger, Community West shareholders would hold, in aggregate, approximately 37% of
Central Valleys outstanding shares of common stock following the merger.
We expect the merger will qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Accordingly, Community West shareholders generally will not recognize any income, gain or loss for U.S. federal income tax
purposes on the exchange of shares of Community West common stock for Central Valley common stock in the merger, except with respect to any cash received by Community West shareholders in lieu of fractional shares of Central Valley common stock.
The merger is subject to the receipt of the required approvals by the shareholders of Community West and Central Valley and
all regulatory approvals, and the satisfaction or waiver of all other conditions to closing as described in the accompanying joint proxy statement/prospectus.
The accompanying joint proxy statement/prospectus contains a more complete description of the special meetings and the terms of
the merger agreement and the merger. We urge you to review that entire document carefully. In particular, you should read the Risk Factors section beginning on page 23 of the joint proxy
statement/prospectus for a discussion of the risks you should consider in evaluating the proposed merger and how they will affect you. You may also obtain information about Central Valley and Community West from documents that they each have
filed with the Securities and Exchange Commission.
The Central Valley special meeting will be held on [*], 2024 at
[*]:00 PM local time at its principal offices, 7100 N. Financial Drive, Suite 101, Fresno, CA 93720.
The Community
West special meeting will be held on [*], 2024 at [*]:00 PM local time at La Cumbre Country Club, 4015 Via Laguna, Santa Barbara, CA 93110.
Your vote is very important. Whether or not you plan to attend your meeting, please take the time to submit your proxy in
accordance with the voting instructions contained in this document.
We enthusiastically support the merger and believe it to be in the best
interests of the shareholders of both companies.
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Daniel J. Doyle
Chairman of the Board Central Valley
Community Bancorp |
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William R. Peeples
Chairman of the Board Community West
Bancshares |
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the merger, the issuance of the Central Valley common stock in connection with the merger or the other transactions described in this joint proxy statement/prospectus, or passed upon the adequacy or accuracy of the
disclosure in this document. Any representation to the contrary is a criminal offense.
The securities to be issued
in connection with the merger are not savings accounts, deposits or other obligations of bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
This joint proxy statement/prospectus is dated [*], 2023 and is first being mailed to shareholders of Central Valley and Community West
on or about [*], 2023.