MORENO VALLEY, Calif., May 24, 2004 (PRIMEZONE) -- The board of directors of Valley Bank (OTCBB:VMOY) has approved a definitive agreement to be acquired by BBVA Bancomer Financial Holdings, Inc., a subsidiary of BBVA Bancomer, S.A., Mexico's largest retail bank.
Under terms of the agreement, Valley Bank shareholders will receive $5.48 in cash for each share they own. The purchase price will increase if the transaction is not completed prior to October 1, 2004 and will decrease if certain legal and financial advisory expenses of Valley Bank exceed $125,000. The transaction is currently valued at approximately $16.7 million and the per share price represents approximately two times Valley Bank's per share book value as of the end of February.
The transaction is expected to be completed during the third quarter.
The transaction is subject to an audit of Valley Bank's financial condition as of June 30, 2004. The transaction also requires the approval of Valley Bank shareholders, domestic and foreign bank regulatory authorities and is subject to other conditions.
Valley Bank shareholders owning approximately 60 percent of the outstanding Valley Bank shares have agreed to vote their shares in favor of the transaction.
"The merger agreement with BBVA Bancomer Financial Holdings, part of a leading global financial service company, represents a wonderful opportunity for customers and shareholders of Valley Bank," said Gene Wood, president and chief executive officer of Valley Bank.
"We are excited about the transaction and look forward to working with Valley Bank's employees in servicing Valley Bank's customer base," said Moises Jaimes, president of BBVA Bancomer Financial Holdings.
Valley Bank, with assets of $83 million, is a 44-year-old state-chartered community bank that serves the fast-growing Inland region of Southern California with branches in Moreno Valley, Grand Terrace, the Woodcrest area of Riverside and Perris, a construction loan center in Moreno Valley and a mortgage loan office in Fontana. It employs about 50 persons. In the first quarter ended March 31, 2004, Valley Bank reported a profit of $309,000.
Valley Bank will mail to its shareholders a proxy statement about the proposed merger. Shareholders are urged to read the proxy statement when it becomes available because it contains important information.
Safe harbor
Certain matters discussed in this press release constitute forward-looking statements. These forward-looking statements relate to future financial performance and condition and the timing and benefits of the acquisition. These forward looking statements are based on Valley Bank's current expectations and beliefs and are subject to certain risks and uncertainties that could cause the actual results, performance or achievements to differ materially from those expressed, suggested or implied by the forward looking statements due to a number of factors, including, but not limited to, when and if the proposed merger is consummated. Valley Bank is under no obligation to update its forward looking statements whether as a result of new information, future events or otherwise.