** Update July 31, 2024 - The transaction was approved on July 17. Shareholders of CALB to receive 1.59 shares of BCAL **
The financial sector is witnessing a significant merger between California BanCorp (CBC) and Southern California Bancorp (SCB). The two banking entities have reached a definitive agreement to combine forces, creating a stronger, more competitive financial institution. This merger is set to benefit shareholders, customers, and the broader community.
Key Details of the Merger
On January 30, 2024, SCB and CBC entered into an Agreement and Plan of Merger and Reorganization. This agreement outlines that CBC will merge with and into SCB, and following this, CBC’s wholly owned subsidiary, California Bank of Commerce (CBC Bank), will merge with SCB’s wholly owned subsidiary, Bank of Southern California, N.A. (SCB Bank), with SCB Bank as the surviving entity.
Shareholder Meetings and Approvals
Both SCB and CBC will hold special meetings of their shareholders on July 17, 2024, to vote on the merger and related proposals. The SCB meeting will take place at SCB’s headquarters in San Diego, CA, and the CBC meeting at CBC’s headquarters in Oakland, CA.
Proposals to be Voted on by SCB Shareholders:
Approval of Merger Agreement: Shareholders will vote to approve the merger agreement and the issuance of SCB common stock to CBC shareholders.
Bylaw Amendment: To increase the allowable range of board members from six to eleven to seven to thirteen.
Name Change: To rename SCB from "Southern California Bancorp" to "California BanCorp".
Articles of Incorporation Amendment: To remove the board super majority approval requirement for certain stock issuances.
Adjournment Proposal: To allow for the adjournment or postponement of the meeting if necessary to solicit additional proxies.
Proposals to be Voted on by CBC Shareholders:
Approval of Merger Agreement: Similar to SCB, CBC shareholders will vote to approve the merger agreement.
Adjournment Proposal: Similar to SCB, to allow for the adjournment or postponement of the meeting if necessary to solicit additional proxies.
Exchange Ratio and Shareholder Impact
If the merger is approved and consummated, CBC shareholders will receive 1.590 shares of SCB common stock for each share of CBC common stock, subject to adjustments for fractional shares. Based on the closing prices on January 29, 2024, and May 31, 2024, the exchange ratio represented approximately $26.54 and $22.13 in value per share of CBC common stock, respectively.
After the merger, existing SCB shareholders will own approximately 58% of the combined company, while former CBC shareholders will own around 42%.
Strategic Benefits of the Merger
The merger is expected to create a more robust financial institution with greater market reach, enhanced product offerings, and improved customer service. The combined entity aims to leverage its expanded network and resources to better serve the needs of its customers and communities.
The boards of directors of both SCB and CBC have unanimously recommended that their respective shareholders vote in favor of the merger and the associated proposals. This merger marks a significant milestone for both institutions, promising growth and enhanced value for all stakeholders.
Shareholders are encouraged to review the detailed joint proxy statement/prospectus provided by both institutions and to vote promptly on the proposed merger and related matters. Your vote is crucial in shaping the future of this combined entity.
For more information, shareholders can refer to the documents filed with the Securities and Exchange Commission and the detailed proxy statement/prospectus mailed on or about June 7, 2024.
California BanCorp Merger
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