Central Valley Community Bancorp (Central Valley), (NASDAQ:
CVCY), headquartered in Fresno, California, together with its
banking subsidiary, Central Valley Community Bank (CVCB) and
Community West Bancshares (Community West) (NASDAQ: CWBC), parent
company of Community West Bank (CWB), headquartered in Goleta,
California, announced today the signing of an Agreement of
Reorganization and Merger, dated October 10, 2023, pursuant to
which the companies will combine in an all-stock merger
transaction. Under the terms of the agreement, Community West
Bancshares will merge with and into Central Valley Community
Bancorp and Community West Bank will merge with and into Central
Valley Community Bank.
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Community West Bank’s seven full-service banking offices in
Santa Barbara, Ventura and San Luis Obispo Counties will combine
with Central Valley Community Bank’s 20 full-service Banking
Centers in eight counties. The transaction is subject to customary
closing conditions, including regulatory approvals and shareholder
approval from both parties. The Central Valley Community Bancorp
and Community West Bancshares boards of directors have unanimously
approved the transaction, which is expected to close in the second
quarter of 2024.
Under the terms of the agreement, Community West Bancshares
shareholders will be entitled to receive 0.79 shares of Central
Valley Community Bancorp common stock for each share of Community
West Bancshares common stock. The exchange ratio is fixed, and the
value of the merger consideration will fluctuate based on Central
Valley Community Bancorp’s stock price. Central Valley Community
Bancorp will assume the outstanding stock options of Community West
Bancshares as part of the transaction. Based on the closing price
of Central Valley Community Bancorp stock on October 10, 2023, the
transaction is valued at $99.4 million, or $11.15 per Community
West Bancshares common share.
At the close of the transaction, the combined company will
retain the banking offices of both banks and anticipates no branch
closings as a result of the merger. Upon the closing of the merger
the resulting company will assume the name of Community West
Bancshares and Central Valley Community Bank will assume the name
Community West Bank. The combined company’s board of directors will
have 15 directors, consisting of nine current directors from
Central Valley Community Bancorp and six current directors from
Community West Bancshares.
James J. Kim, President and CEO of Central Valley Community Bank
and Central Valley Community Bancorp, will lead the combined bank’s
team of executives and professional bankers, and will serve as CEO
of the resulting company. Martin E. Plourd, CEO and Director of
Community West Bank, and CEO and Director of Community West
Bancshares, will serve as President and Director of the combined
company. Daniel J. Doyle, Central Valley Community Bancorp Chairman
of the Board, will serve as Chairman of the Board of the combined
company, and Robert H. Bartlein, Community West Bank Chairman of
the Board, will serve as Vice Chairman of the Board of the combined
company.
The Community West Bancshares merger will become the sixth for
Central Valley Community Bancorp, which acquired Folsom Lake Bank
on October 2, 2017; Sierra Vista Bank on October 1, 2016; Visalia
Community Bank on July 1, 2013; Service 1st Bank on November 12,
2008; and Bank of Madera County on January 1, 2005.
Upon closing, the combined company will have approximately $3.6
billion in total assets. Existing Central Valley Community Bancorp
shareholders will own approximately 63% of the outstanding shares
following the merger, and Community West Bancshares shareholders
will own approximately 37%.
The directors and certain executives of Community West
Bancshares and Central Valley Community Bancorp have entered into
agreements pursuant to which they have committed to vote their
shares in favor of the acquisition.
“Central Valley Community Bank has steadily and profitably grown
for over 43 years, building a highly attractive franchise in
California’s San Joaquin Valley and Greater Sacramento region,”
said James J. Kim, President and CEO of Central Valley Community
Bancorp and Central Valley Community Bank. “The complementary
culture, client service model and Central Coast presence of
Community West Bank further the opportunity for Company growth in
well-recognized Central California communities, creating a combined
franchise whose strength and size continue to serve clients and
communities with integrity, offering enhanced professional employee
development opportunities and greater earnings power for
shareholders.”
“Uniting our two great organizations under the single name of
Community West Bank brings our unique brand of relationship banking
and experienced bankers to more communities in an expanded service
area, with the strength of one of Central California’s largest
community banks,” stated Kim.
“Community West Bank opened for business in 1989 and is now the
premier community bank serving Ventura, Santa Barbara and San Luis
Obispo Counties. Combining forces with Central Valley Community
Bank is the next logical step in our growth strategy, particularly
as both banks share so many fundamental values and practices. Both
are equally committed to our communities, clients and employees,
and both have fostered the same essential corporate culture focused
on client advocacy by professional bankers and a legacy of deeply
rooted stability,” said Martin E. Plourd.
“By operating as a single, united company, I believe the new
Community West Bank will bring unprecedented value to the
stakeholders of both companies, who will benefit from the
strengthened leadership, enhanced products and services, and an
expanded branch network that will give the bank tremendous
visibility throughout Central California, from the Sierra Nevada to
the sea,” concluded Plourd.
About Central Valley Community Bancorp
Central Valley Community Bancorp trades on the NASDAQ stock
exchange under the symbol CVCY. Central Valley Community Bank
(CVCB), headquartered in Fresno, California, was founded in 1979
and is the banking subsidiary of Central Valley Community Bancorp.
CVCB operates 20 full-service Banking Centers throughout
California’s San Joaquin Valley and Greater Sacramento region, in
addition to CVCB maintaining Commercial, Real Estate and
Agribusiness Lending, as well as Private Banking and Cash
Management Departments.
Members of Central Valley Community Bancorp’s and CVCB’s Board
of Directors are: Daniel J. Doyle (Chairman), Daniel N. Cunningham
(Vice Chairman), F. T. “Tommy” Elliott, IV, Robert J. Flautt, Gary
D. Gall, James J. Kim, Andriana D. Majarian, Steven D. McDonald,
Louis McMurray, Karen A. Musson, Dorothea D. Silva and William S.
Smittcamp. More information about Central Valley Community Bancorp
and Central Valley Community Bank can be found at www.cvcb.com.
Also, visit Central Valley Community Bank on Twitter, Facebook and
LinkedIn.
About Community West Bancshares
Community West Bancshares is a financial services company with
headquarters in Goleta, California. The Company is the holding
company for Community West Bank, the largest publicly traded
community bank (by assets) serving California’s Central Coast area
of Ventura, Santa Barbara and San Luis Obispo Counties. Community
West Bank has seven full-service California branch banking offices
in Goleta, Santa Barbara, Santa Maria, Ventura, San Luis Obispo,
Oxnard and Paso Robles. The principal business activities of the
Company are relationship banking, manufactured housing lending and
government guaranteed lending.
Central Valley Community Bancorp received financial advisory
services and a fairness opinion from Janney Montgomery Scott LLC,
and Buchalter, a professional corporation, served as legal counsel.
Community West Bancshares received financial advisory services and
a fairness opinion from Piper Sandler & Co., and Husch
Blackwell LLP served as legal counsel.
ATTACHMENTS:
- Central Valley Community Bancorp and Bank logos
- Community West Bancshares and Bank logos
Additional Information about the Proposed Transaction and
Where to Find It
Investors and security holders are urged to carefully review and
consider each of Central Valley and Community West public filings
with the Securities Exchange Commission (“SEC”), including but not
limited to their respective Annual Reports on Form 10-K, its Proxy
Statements, Current Reports on Form 8-K and Quarterly Reports on
Form 10-Q. Central Valley’s documents filed with the SEC may be
obtained free of charge at Central Valley’s website at www.cvcb.com
or at the SEC’s website at www.sec.gov. Central Valley’s documents
may also be obtained free of charge from Central Valley by
requesting them in writing to Central Valley Community Bancorp,
7100 N. Financial Drive, Suite 101, Fresno, California 93720;
Attention: Corporate Secretary, or by telephone at (559) 298-1775.
Community West documents filed with the SEC may be obtained free of
charge at Community West’s website at www.communitywestbank.com or
at the SEC’s website at www.sec.gov. Community West documents may
also be obtained free of charge from Community West by requesting
them in writing to Community West Bancshares, 445 Pine Avenue,
Goleta, California 93117; Attention Corporate Secretary, or by
telephone at (805) 692-5821.
Central Valley intends to file a registration statement on Form
S-4 with the SEC which will include a joint proxy
statement/prospectus which will be distributed to the shareholders
of Central Valley and Community West in connection with their vote
on the merger. Before making any voting or investment decision,
investors and security holders of Central Valley and Community West
are urged to carefully read the entire joint 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.
Investors and security holders will be able to obtain the joint
proxy statement/prospectus free of charge from the SEC’s website or
from Central Valley or Community West by writing to the address
provided in the paragraph above.
The directors, executive officers and certain other members of
management and employees at Central Valley and Community West may
be deemed participants in the solicitation of proxies in favor of
the merger from their respective shareholders. Information about
the directors and executive officers of Central Valley is included
in the proxy statement for its 2023 Annual Meeting of Shareholders,
which was filed with the SEC on March 31, 2023. Information about
the directors and executive officers of Community West is included
in the proxy statement for its 2023 Annual Meeting of Shareholders,
which was filed with the SEC on April 17, 2023.
Forward-Looking Statements – This press release contains
certain forward-looking information about Central Valley, Community
West, and the combined company after the close of the merger and 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
Central Valley, Community West and the combined company. Central
Valley and Community West 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 Central Valley and Community West
with the SEC, risks and uncertainties for each institution and the
combined institution include, but are not limited to the ability to
complete the merger; government approval may not be obtained or
adverse regulatory conditions may be imposed in connection with
governmental approvals of the merger; approval by the shareholders
of Central Valley and Community West may not be obtained; the
successful integration of Community West, or achieving expected
beneficial synergies and/or operating efficiencies, in each case
might not be obtained within expected time-frames or at all; the
possibility that personnel changes/retention will not proceed as
planned; and other risk factors described in documents filed by
Central Valley and Community West with the SEC. All forward-looking
statements included in this press release 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231010680330/en/
Investor Contacts: Shannon Livingston Central Valley
Community Bank (916) 235-4617 or (559) 289-8470 cell
Richard Pimentel Community West Bank (805) 692-4410
Media Contacts: Debbie Nalchajian-Cohen Central Valley
Community Bank (559) 222-1322 or (559) 281-1312 cell
Kevin W. Moon Community West Bank (805) 692-4379
Community West Bancshares (NASDAQ:CWBC)
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Community West Bancshares (NASDAQ:CWBC)
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