CBCAL - NBCAL Merger

October 14, 2015 08:30 PM Eastern Daylight Time

IRVINE, Calif. & LOS ANGELES – (BUSINESS WIRE) – NCAL Bancorp (OTC Pink: NCAL), National Bank of California and Commercial Bank of California today announced the execution of a definitive agreement providing for the acquisition of Commercial Bank of California by NCAL Bancorp through the merger of a wholly-owned subsidiary of NCAL Bancorp with and into Commercial Bank of California, followed immediately by the merger of National Bank of California with and into Commercial Bank of California.

In the merger each share of Commercial Bank of California common stock will be exchanged for a number of shares of NCAL Bancorp common stock having an aggregate adjusted book value per share equal to the adjusted book value per share of a share of Commercial Bank of California common stock, determined as of the end of the month preceding the month in which the closing occurs.

The combined bank will continue to serve its Los Angeles County and Orange County customer base and all existing branches of both banks will remain open after the merger. On a pro forma basis, based on financial information at September 30, 2015, the combined bank would have total assets of over $700 million and total deposits of over $600 million.

The merger is subject to customary closing conditions, including the receipt of all regulatory approvals and the approval of the shareholders of both NCAL Bancorp and Commercial Bank of California. It is anticipated that the transaction will close in the first quarter of 2016.

Advisors

NCAL Bancorp and National Bank of California were advised in this transaction by the law firm of King, Holmes Paterno & Soriano, LLP and its financial advisor, FIG Partners, LLC, which rendered a fairness opinion to NCAL Bancorp. Commercial Bank of California was advised by the law firm of Dentons US LLP, and received a fairness opinion from Vining Sparks Community Bank Advisory Group.

About Commercial Bank of California

Commercial Bank of California is a full-service bank serving the business and professional communities in Orange County from two branches located in Irvine and Costa Mesa. More information on Commercial Bank of California is available at www.cbcal.com.

About National Bank of California

National Bank of California is a full service bank headquartered in West Los Angeles serving business and other customers from four banking offices located in Los Angeles and Orange Counties. It is a wholly-owned subsidiary of NCAL Bancorp. More information on National Bank of California is available at www.nbcal.com.

Forward-Looking Statements

This press release may contain forward-looking statements regarding Commercial Bank of California, NCAL Bancorp, National Bank of California and the proposed merger. These statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors: the expected cost savings, synergies and other financial benefits from the mergers might not be realized within the expected time frames or at all; regulatory approvals of the mergers may not be obtained or adverse regulatory conditions may be imposed in connection with such regulatory approvals; and conditions to the closing of the mergers may not be satisfied. Annualized, pro forma, projected and estimated numbers in this press release are used for illustrative purposes only, are not forecasts and may not reflect actual results.

Commercial Bank of California, NCAL Bancorp and National Bank of California undertake no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. Contacts

Commercial Bank of California
NCAL Bancorp
National Bank of California
Ash Patel, (877) 206-9167
apatel@cbcal.com


About Commercial Bank of California  
Commercial Bank of California is a full-service community bank headquartered in Costa Mesa, California. Delivering personalized, relationship-based banking, Commercial Bank of California has two branches in Orange County to serve dynamic businesses both small and large. Commercial Bank of California is an FDIC-insured institution and funds deposited in the bank are insured up to the FDIC’s insurance limit of $250,000 per depositor.


Media Contact: Sara Fizer  |  (877) 206-9167  |  sfizer@cbcal.com