CU Bancorp Shareholders Will Receive at
Closing 0.5308 Shares of PacWest Common Stock and $12.00 in Cash
for Each Share of CU Bancorp
PacWest Bancorp (Nasdaq:PACW) (“PacWest”) and CU Bancorp
(Nasdaq:CUNB) (“CU Bancorp”) today announced the signing of a
definitive agreement and plan of merger (the “Agreement”) whereby
PacWest will acquire CU Bancorp in a transaction valued at
approximately $705 million.
CU Bancorp, headquartered in Los Angeles, CA, is
the parent of California United Bank, a California state-chartered
non-member bank, with approximately $3.0 billion in assets and nine
branches located in Los Angeles, Orange, Ventura and San Bernardino
counties at December 31, 2016. In connection with the transaction,
California United Bank will be merged into Pacific Western Bank,
the principal operating subsidiary of PacWest Bancorp.
The transaction, which was approved by the PacWest
and CU Bancorp boards of directors, is expected to close in the
fourth quarter of 2017 and is subject to customary closing
conditions, including obtaining approval by CU Bancorp’s
shareholders and bank regulatory authorities.
As of December 31, 2016, on a pro forma
consolidated basis, the combined company would have approximately
$25.0 billion in assets and 87 branches, prior to contemplated
consolidations.
Under terms of the Agreement, CU Bancorp
shareholders will receive 0.5308 shares of PacWest common stock and
$12.00 in cash for each share of CU Bancorp. Based on PacWest’s
April 5, 2017 closing price of $51.72, the total value of the
merger consideration is $39.45 per CU Bancorp share. The
transaction is intended to qualify as a tax-free reorganization for
U.S. federal income tax purposes and CU Bancorp shareholders are
not expected to recognize gain or loss to the extent of the stock
consideration received.
Matt Wagner, CEO of PacWest Bancorp, commented, “We
have long admired the Southern California franchise the CU Bancorp
team has built over the years. We are confident the partnership
announced today will create value for both PacWest and CU Bancorp
shareholders.”
David Rainer, Chairman and CEO of CU Bancorp,
remarked, “We believe merging with PacWest, one of the
top-performing banks in the United States with demonstrated
integration experience, provides the best path toward long-term
value creation for our shareholders. The shared community
banking philosophies and core technology platforms will ensure a
seamless transition for our loyal and valued clients.”
In connection with the announcement of this
transaction, an investor presentation will be filed with the SEC
and is available on the websites of both PacWest and CU Bancorp.
Keefe, Bruyette & Woods acted as financial advisor to CU
Bancorp and delivered a fairness opinion to its Board of Directors.
Manatt, Phelps & Philips, LLP served as legal counsel to CU
Bancorp. Sandler O’Neill + Partners, LP acted as financial advisor
to PacWest. Sullivan & Cromwell LLP served as legal counsel to
PacWest.
ABOUT PACWEST
PacWest Bancorp (“PacWest”) is a bank holding
company with over $21 billion in assets with one wholly-owned
banking subsidiary, Pacific Western Bank (“Pacific Western”).
Pacific Western has 74 full-service branches located throughout the
state of California and one branch in Durham, North Carolina.
Pacific Western provides commercial banking services, including
real estate, construction, and commercial loans, and comprehensive
deposit and treasury management services to small and medium-sized
businesses. Pacific Western offers additional products and services
under the brands of its business divisions, CapitalSource and
Square 1 Bank. The CapitalSource Division provides cash flow,
asset-based, equipment and real estate loans, as well as treasury
management services to middle market businesses on a national
basis. The Square 1 Bank Division offers a comprehensive suite of
financial services focused on entrepreneurial businesses and their
venture capital and private equity investors, with offices located
in all key innovative hubs across the United States. For more
information about PacWest, visit www.pacwestbancorp.com, or to
learn more about Pacific Western Bank, visit
www.pacificwesternbank.com.
ABOUT CU BANCORP
CU Bancorp is the parent of California United Bank.
Founded in 2005, California United Bank provides a full range of
financial services, including credit and deposit products, cash
management, and internet banking to businesses, non-profits,
entrepreneurs, professionals and investors throughout Southern
California from its headquarters office in Downtown Los Angeles and
additional full-service offices in the San Fernando Valley, the
Santa Clarita Valley, the Conejo Valley, Los Angeles, South Bay,
Orange County and the Inland Empire. California United Bank is an
SBA Preferred Lender. To view CU Bancorp’s most recent financial
information, please visit the Investor Relations section of the
Company’s Website at www.cubancorp.com. Information on products and
services may be obtained by calling 818-257-7700 or visiting
California United Bank’s Website at www.cunb.com.
FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking
information about PacWest, CU Bancorp, and the combined company
after the close of the transaction that is intended to be covered
by the safe harbor for “forward-looking statements” provided by the
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact are forward-looking
statements. Such statements involve inherent risks, uncertainties,
and contingencies, many of which are difficult to predict and are
generally beyond the control of PacWest, CU Bancorp and the
combined company. We caution readers that a number of important
factors could cause actual results to differ materially from those
expressed in, or implied or projected by, such forward-looking
statements. In addition to factors previously disclosed in reports
filed by PacWest and CU Bancorp with the Securities and Exchange
Commission (“SEC”), risks and uncertainties for each institution
and the combined institution include, but are not limited to: lower
than expected revenues; credit quality deterioration or a reduction
in real estate values could cause an increase in the provision for
credit losses and allowance for credit losses and a reduction in
net earnings; increased competitive pressure among depository
institutions; the ability to complete the proposed transaction,
including by obtaining regulatory approvals and approval by the
shareholders of CU Bancorp, or any future transaction, successfully
integrate such acquired entities, or achieve expected beneficial
synergies and/or operating efficiencies, in each case within
expected time-frames or at all; regulatory approvals may not be
received on expected timeframes or at all; the possibility that
personnel changes/retention will not proceed as planned; the
possibility that a change in the interest rate environment may
reduce net interest margins; higher than anticipated operating
expenses; the effectiveness of our risk management framework;
asset/liability re-pricing risks and liquidity risks; the costs and
effects of legal, compliance, and regulatory actions, changes and
developments, including the impact of adverse judgments or
settlements in litigation, the initiation and resolution of
regulatory or other governmental inquiries or investigations,
and/or the results of regulatory examinations or reviews; general
economic conditions, either nationally or in the market areas in
which the entities operate or anticipate doing business, are less
favorable than expected; and other risk factors described in
documents filed by PacWest and CU Bancorp with the SEC.
All forward-looking statements included in this
communication are based on information available at the time of the
communication. Pro forma, projected and estimated numbers are used
for illustrative purposes only and are not forecasts, and actual
results may differ materially.
We are under no obligation to (and expressly
disclaim any such obligation to) update or alter our
forward-looking statements, whether as a result of new information,
future events or otherwise except as required by law.
ADDITIONAL INFORMATION ABOUT THE PROPOSED
TRANSACTION AND WHERE TO FIND IT
Investors and security holders are urged to
carefully review and consider each of PacWest’s and CU Bancorp’s
public filings with the SEC, including but not limited to their
Annual Reports on Form 10-K, their proxy statements, their Current
Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The
documents filed by PacWest with the SEC may be obtained free of
charge at PacWest’s website at www.pacwestbancorp.com or at
the SEC’s website at www.sec.gov. These documents may also be
obtained free of charge from PacWest by requesting them in writing
to PacWest Bancorp, 9701 Wilshire Boulevard, Suite 700, Beverly
Hills, CA 90212; Attention: Investor Relations, by submitting an
email request to investor-relations@pacwestbancorp.com or by
telephone at (310) 887-8521.
The documents filed by CU Bancorp with the SEC may
be obtained free of charge at CU Bancorp’s website at
www.cubancorp.com or at the SEC’s website at www.sec.gov.
These documents may also be obtained free of charge from CU Bancorp
by requesting them in writing to CU Bancorp, 818 W. 7th Street,
Suite 220, Los Angeles, CA 90017; Attention: Investor Relations, or
by telephone at 818-257-7700.
PacWest intends to file a registration statement
with the SEC which will include a proxy statement of CU Bancorp and
a prospectus of PacWest, and each party will file other documents
regarding the proposed transaction with the SEC. Before making any
voting or investment decision, investors and security holders of CU
Bancorp are urged to carefully read the entire registration
statement and proxy statement/prospectus, when they become
available, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed transaction. A definitive proxy statement/prospectus
will be sent to the shareholders of CU Bancorp seeking any required
shareholder approvals. Investors and security holders will be able
to obtain the registration statement and the proxy
statement/prospectus free of charge from the SEC’s website or from
PacWest or CU Bancorp by writing to the addresses provided for each
company set forth in the paragraphs above.
PacWest, CU Bancorp, their directors, executive
officers and certain other persons may be deemed to be participants
in the solicitation of proxies from CU Bancorp shareholders in
favor of the approval of the transaction. Information about the
directors and executive officers of PacWest and their ownership of
PacWest common stock is set forth in the proxy statement for
PacWest’s 2017 annual meeting of stockholders, as previously filed
with the SEC. Information about the directors and executive
officers of CU Bancorp and their ownership of CU Bancorp common
shares is set forth in the proxy statement for CU Bancorp’s 2016
annual meeting of shareholders, as previously filed with the SEC.
Shareholders may obtain additional information regarding the
interests of such participants by reading the registration
statement and the proxy statement/prospectus when they become
available.
PacWest Bancorp
9701 Wilshire Boulevard, Suite 700
Beverly Hills, CA 90212
Contacts:
Matthew P. Wagner
Chief Executive Officer
(310) 887-8520
Don Destino
Executive Vice President,
Corporate Development and Investor Relations
(310) 887-8521
CU Bancorp
818 W. 7th Street, Suite 220
Los Angeles, CA 90017
Contacts:
David I. Rainer
Chairman and Chief Executive Officer
(213) 430-7070
CU Bancorp (CA) (MM) (NASDAQ:CUNB)
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