Contact Information: CONTACT: Debbie Nalchajian-Cohen (559) 222-1322 (559) 281-1312 cell
Central Valley Community Bancorp to Acquire Service 1st Bancorp
| Quelle: Central Valley Community Bancorp; Service 1st Bancorp
FRESNO, CA--(Marketwire - May 28, 2008) - Central Valley Community Bancorp (NASDAQ : CVCY ),
a bank holding company headquartered in Fresno, California, and Service 1st
Bancorp (OTCBB : SVCF ), headquartered in Tracy, California, jointly
announced today that a definitive merger agreement has been signed by both
parties. Under the terms of the agreement, Service 1st Bancorp will merge
with Central Valley Community Bancorp (the "Merger"), and the Service 1st
Bancorp subsidiary, Service 1st Bank, with branches in Tracy, Stockton and
Lodi, will merge with Central Valley Community Bancorp's subsidiary,
Central Valley Community Bank (the "Bank Merger"), subject to receipt of
required regulatory approvals and approvals by both companies'
shareholders. The Merger and Bank Merger are currently anticipated to be
completed in the third quarter of 2008.
Under the merger agreement, Service 1st Bancorp shareholders will receive
in exchange for each share of Bancorp common stock held, cash in the amount
of $2.50 and shares of Central Valley Community Bancorp common stock based
on a exchange ratio of 0.681818, representing an aggregate cash amount of
$5,971,848 and an aggregate share amount of 1,628,686, subject to certain
adjustments that will be finalized prior to completion of the Merger, and
subject to a cash holdback of $3,500,000, approximately $1.33 per share, to
be deposited into an escrow account pending the outcome of certain
litigation matters. Based on Central Valley Community Bancorp's closing
stock price of $10.29 on May 27, 2008, the transaction value is
approximately $23.4 million, assuming release of the full holdback amount.
The Central Valley Community Bancorp and Central Valley Community Bank
directors and management team, led by Daniel J. Doyle, president and CEO,
will continue to lead the combined team of professional bankers. This
merger with Service 1st Bancorp will become the second acquisition for
Central Valley Community Bancorp, which acquired Bank of Madera County on
January 1, 2005.
"Both banking institutions are well-known for their excellent customer
service and community advocacy, which will not change as a result of the
Merger and Bank Merger. Once approved, the Merger and Bank Merger will
complete another step in our long-term strategy to increase our presence
throughout California's Central Valley and fill in a gap between our
existing offices in Sacramento and Modesto, allowing Central Valley
Community Bank to further accommodate a growing customer base in this
region and throughout the Valley. We believe that the expansion into San
Joaquin County will provide great long-term opportunities for businesses,
customers, and our Bank," stated Daniel J. Doyle, president and CEO of
Central Valley Community Bancorp and Central Valley Community Bank.
"Additionally, the Merger and Bank Merger will provide Service 1st Bank
customers with more convenient locations throughout the Central Valley, as
well as offer new advancement and geographic opportunities for their
employees. We are pleased to have Service 1st Bank employees join our team
of professional community bankers who are focused on providing a full array
of competitive financial services to meet the needs of businesses,
professionals, agribusiness and consumers for the communities we serve,"
concluded Doyle.
"Service 1st Bank's quality service standards, philosophies and corporate
culture are consistent with Central Valley Community Bank. While the
nation has seen a continuing trend in bank consolidations through mergers
and acquisitions in recent years, few of these 'bank marriages' promise a
better fit than the marriage between Service 1st Bancorp and Central Valley
Community Bancorp," stated John O. Brooks, chairman of the board and CEO of
Service 1st Bancorp and Service 1st Bank.
"Over the past eight years, Service 1st Bank has provided exceptional
community banking service of the highest caliber to residents and
businesses, allowing rapid and successful growth in San Joaquin County.
Central Valley Community Bank has likewise effectively and profitably grown
throughout the Central Valley through branch expansion and the enhancement
of banking products and services to fulfill customer demands," Brooks said.
Central Valley Community Bancorp trades on the NASDAQ stock exchange under
the symbol CVCY and as of March 31, 2008 reported assets of $495,561,000.
Central Valley Community Bank, headquartered in Fresno, California, was
founded in 1979 and is the sole subsidiary of Central Valley Community
Bancorp. Central Valley Community Bank currently operates twelve offices
in Clovis, Fresno, Kerman, Madera, Oakhurst, Prather, Sacramento, and a
loan production office in Modesto. Additionally, the Bank operates
Commercial Real Estate Lending, SBA Lending and Agribusiness Lending
Departments. Insurance services are offered through Central Valley
Community Insurance Services LLC and investment services are provided by
Investment Centers of America. Members of Central Valley Community
Bancorp's and the Bank's Board of Directors are: Daniel N. Cunningham
(Chairman), Sidney B. Cox, Edwin S. Darden, Jr., Daniel J. Doyle, Steven D.
McDonald, Louis McMurray, Wanda L. Rogers, William S. Smittcamp, and Joseph
B. Weirick.
More information about Central Valley Community Bancorp and Central Valley
Community Bank can be found at www.cvcb.com.
Service 1st Bancorp is the parent holding company for Service 1st Bank (the
"Bank") and Charter Services Group, Inc. As of March 31, 2008 Service 1st
Bancorp had $240,481,000 in assets. Service 1st Bank operates three full
service branch offices in Lodi, Stockton, and Tracy. Charter Services
Group, Inc. operates from an office in Lodi. Additional information about
Service 1st Bancorp and Service 1st Bank can be found at
www.service1stbank.com.
Central Valley Community Bancorp received a fairness opinion from Keefe,
Bruyette and Woods, Inc and Downey Brand LLP served as legal advisor.
Service 1st Bancorp's financial advisor was Sandler O'Neill and Partners,
L.P. and its legal counsel was Dodd Mason and George LLP.
Forward-looking Statements -- Certain matters discussed in this press
release constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements contained
herein that are not historical facts, such as statements regarding the
Company's current business strategy and the Company's plans for future
development and operations, are based upon current expectations. These
statements are forward-looking in nature and involve a number of risks and
uncertainties. Such risks and uncertainties include, but are not limited
to (1) significant increases in competitive pressure in the banking
industry; (2) the impact of changes in interest rates, a decline in
economic conditions at the international, national or local level on the
Company's results of operations, the Company's ability to continue its
internal growth at historical rates, the Company's ability to maintain its
net interest margin, and the quality of the Company's earning assets; (3)
changes in the regulatory environment; (4) fluctuations in the real estate
market; (5) changes in business conditions and inflation; (6) changes in
securities markets; and (7) the other risks set forth in the Company's
reports filed with the Securities and Exchange Commission, including its
Annual Report on Form 10-K for the year ended December 31, 2007.
Therefore, the information set forth in such forward-looking statements
should be carefully considered when evaluating the business prospects of
the Company.
The proposed transaction will be submitted to Central Valley Community
Bancorp and Service 1st Bancorp shareholders for their consideration, and
Central Valley Community Bancorp and Service 1st Bancorp will file a
registration statement, a joint proxy statement/prospectus and other
relevant documents concerning the proposed transaction with the SEC.
Shareholders are urged to read the registration statement and the joint
proxy statement/prospectus regarding the proposed transaction when it
becomes available and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because they will
contain important information. After it is filed with the SEC, the proxy
statement/prospectus will be available for free, both on the SEC web site
(http://www.sec.gov) and from Central Valley Community Bancorp and Service
1st Bancorp.