Premier Commercial Bancorp announced Friday that its shareholders have approved the principal terms of an Agreement and Plan of Merger dated Decc 8, 2011, as amended (the “Merger Agreement”) which provides for the merger of Premier Commercial Bancorp into CU Bancorp, the proposed bank holding company for California United Bank, and for the merger of Premier Commercial Bank, N.A. into California United Bank, which operates a branch office in Santa Clarita.
At the Premier Commercial Bancorp shareholder meeting 98.5 percent of the shares voting, in person or by proxy, voted in favor of the merger proposal. In addition, all directors of Premier Commercial Bancorp were reelected at the meeting.
Kenneth J. Cosgrove, Chairman and Chief Executive Officer of Premier Commercial Bancorp stated, “Our merger with California United Bank is an outstanding opportunity for our business, our customers and our shareholders. We look forward to working with the California United team to continue the tradition of ‘better banking’ for the communities we serve in Southern California.”
Shareholders of California United Bank will hold a special meeting on July 23, 2012 at 10:00 a.m. PDT to consider and vote upon a bank holding company reorganization and the principal terms of the Merger Agreement.
Regulatory approvals for a reorganization creating a bank holding company for California United Bank (CU Bancorp), the merger of Premier Commercial Bancorp into CU Bancorp, and the merger of Premier Commercial Bank, N.A. into California United Bank were received in June 2012 from the Federal Deposit Insurance Corporation (“FDIC”), the California Department of Financial Institutions (“CDFI”) and the Federal Reserve Board (“FRB”). Subject to customary conditions, the transactions are expected to close on or about July 31, 2012.
The transaction is valued at approximately $38.2 million. CU Bancorp will issue, subject to certain adjustment set forth in the Merger Agreement, 3,721,442 shares of common stock to Premier Commercial Bancorp shareholders. All Premier Commercial Bancorp shareholders will receive CU Bancorp common stock in exchange for their shares of Premier Commercial Bancorp common stock in an exchange ratio determined in accordance with the Merger Agreement which is presently estimated at 0.9923 shares of CU Bancorp common stock for each share of Premier Commercial common stock and cash in lieu of fractional shares. The receipt of CU Bancorp common stock by shareholders of Premier Commercial Bancorp is expected to be structured as a tax-free exchange.
Following the closing of proposed merger, the combined bank franchise will offer eight full service offices in Simi Valley, Thousand Oaks, Encino, Santa Clarita, Los Angeles, the South Bay, Anaheim and Irvine/Newport Beach.
About Premier Commercial Bancorp
Premier Commercial Bancorp is the parent and bank holding company for Premier Commercial Bank, N.A. Premier Commercial Bank with $564 million in assets (as of March 31, 2012) is located in Orange County with offices in Anaheim and Newport Beach/Irvine. Premier Commercial Bank was founded in 2001 as a locally owned community business bank. The bank provides a full range of products and services including commercial, real estate and SBA loans as well as cash management products and deposit services to businesses, entrepreneurs, professionals and the hospitality industry. Its unique capability in diversified lending, in addition to its customary community bank credit products, helps its customers meet their cash management goals. Further information may be obtained at www.pcboc.com .