Sierra Bancorp, the holding company of Bank of the Sierra, announced the signing of a definitive agreement to acquire Coast Bancorp  of San Luis Obispo County, California.

Under the agreement the outstanding shares of Coast Bancorp will be entitled to receive aggregate consideration of $3.2 million in cash and 581,753 shares of Sierra Bancorp common stock. Coast Bancorp shareholders may elect to receive cash, Sierra Bancorp common stock or a combination of both, subject to proration. Based on the closing price of Sierra Bancorp common stock onJanuary 4, 2016, the transaction would have a value of $13.8 million, or $2.37 per Coast Bancorp common share. However, the deal value will fluctuate with changes in Sierra Bancorp’s stock price.

Bank President and Chief Executive Officer Kevin McPhaill said, “We are excited that the employees and customers of Coast National Bank will join the Bank of the Sierra family.  Expansion to California’s central coast presents an exciting growth opportunity for Bank of the Sierra. Similar to Coast National Bank, Bank of the Sierra is committed to providing outstanding service coupled with a commitment to improving the communities in which they serve.”

Anita Robinson, President and Chief Executive Officer of Coast Bancorp and Coast National Bank, stated, “Bank of the Sierra is the appropriate fit to continue the commitment by Coast National Bank for the past 18 years in our communities. Our customers will have access to many more products and services together with the additional benefit of a larger lending limit; enabling us to meet all of the needs of our customers and our community. This transaction benefits our shareholders who have been steadfast during difficult times and rewards them with shares in BSRR, providing opportunity into the future.” Ms. Robinson continued, “I am also excited to become part of the Bank of the Sierra team as the Market President for the San Luis Obispoarea upon completion of the acquisition.”

Sierra Bancorp expects the acquisition to be immediately accretive to earnings per share, and will yield a tangible book value earnback of less than 4 years and an IRR in excess of 20%.

McPhaill concluded, “This transaction is positive for our shareholders. The cash consideration allows us to leverage our existing capital and we believe this opportunity will enable us to further deploy capital via lending opportunities in San Luis Obispo and the surrounding communities.”

The boards of Sierra Bancorp and Coast Bancorp unanimously approved the transaction, which is subject to customary conditions of closing including required regulatory approvals and the approval by the shareholders of Coast Bancorp.

Coast Bancorp is the parent of Coast National Bank. Sierra Bancorp is the parent of Bank of the Sierra. In the transaction Coast Bancorp will be merged into Sierra Bancorp, followed by the merger of Coast National Bank into Bank of the Sierra.

Advisors

Sierra Bancorp was advised in the transaction by Keefe, Bruyette & Woods, a Stifel Company, as financial advisor and King, Holmes, Paterno & Soriano, LLP as legal counsel. Coast Bancorp was advised in the transaction by FIG Partners, LLC, as financial advisor and Stuart | Moore as legal counsel. Coast Bancorp received a fairness opinion from the Vining Sparks Community Bank Advisory Group.

About Coast National Bank

Established in 1997, Coast National Bank is a local community bank serving the needs of consumers and businesses through three locations throughout San Luis Obispo County. As of September 30, 2015, the bank had approximately $146.4 million in assets and serves the communities of San Luis Obispo, Arroyo Grande,Paso Robles and Atascadero.

About Sierra Bancorp & Bank of the Sierra

Sierra Bancorp  is a publicly traded company with approximately $1.7 billion in assets. Headquartered in Porterville, California, the company operates primarily through Bank of the Sierra (the Bank). The Bank is a multi-community financial institution that offers a full range of retail and commercial banking services, primarily in the central and southern sections of the San Joaquin Valley. The Bank specializes in agricultural lending and works with many of the businesses in that region. Since opening for business inJanuary 1978, the Bank has grown to be the largest independent bank headquartered in the South San Joaquin Valley.