|By Marketwired .||
|May 22, 2014 07:44 PM EDT||
SOUTH SAN FRANCISCO, CA -- (Marketwired) -- 05/22/14 -- FNB Bancorp (OTCQB: FNBG)
FNB Bancorp Contacts: Valley Community Bank Contact: Tom McGraw, Chief Executive Officer Richard P. Loupe, Chief Executive (650) 875-4864 Officer Dave Curtis, Chief Financial Officer (925) 621-7200 (650) 875-4862
FNB Bancorp (OTCQB: FNBG), parent company of First National Bank of Northern California (the "Bank"), and Valley Community Bank (OTCBB: VCBC), today jointly announced their signing of an Agreement and Plan of Reorganization and Merger whereby FNB Bancorp will acquire Pleasanton, California-based Valley Community Bank ("VCB"). Under the terms of the agreement, VCB shareholders will receive 0.1135 shares of FNB Bancorp common stock in return for each share of VCB common stock outstanding and VCB will merge with and into the Bank which will continue operations as "First National Bank of Northern California." VCB option holders will receive cash, net of applicable taxes withheld, for the value of any unexercised in-the-money stock options, as determined prior to the closing.
The number of shares of FNB Bancorp common stock to be issued to VCB shareholders is based on the fixed exchange ratio of 0.1135 which will not adjust for any subsequent change in the price of the common stock of FNB Bancorp or VCB. Thus, the value of the merger consideration will change based on fluctuations in FNB Bancorp's stock price. Based upon FNB Bancorp's closing price of $29.25 as of May 20, 2014, the transaction is currently valued at approximately $3.32 per share, or $6.2 million in the aggregate. FNB will issue 213,254 shares of its common stock with no cash (except for cash paid in lieu of any fractional shares) as consideration for all VCB common shares outstanding.
The transaction is expected to qualify as a tax-free exchange for the shareholders of VCB who receive FNB Bancorp common stock.
Concurrently with the signing of the merger agreement, FNB Bancorp and the Bank entered into purchase agreements with the investors holding all of the 5,775 shares of outstanding VCB preferred stock, committing to purchase all of the preferred shares for cash in the amount of $750 per share, subject to and effective with the closing of the merger of VCB with and into the Bank.
The merger agreement has been unanimously approved by the board of directors of VCB and the boards of directors of FNB Bancorp and the Bank, and each person on the VCB board of directors has signed an agreement to vote all of his or her shares of VCB common stock in favor of the proposed transactions. Consummation of the merger and related transactions remains subject to the receipt of all required regulatory approvals, the approval of VCB shareholders, and the satisfaction of other customary closing conditions. The closing is expected to occur during the third quarter of 2014. FNB Bancorp expects the transactions to be immediately accretive to both book value per share and earnings per share.
Valley Community Bank was established in Pleasanton in 1998 and provides banking services to professionals, local businesses and other customers in the Tri-Valley and San Jose areas from its full-service offices in Pleasanton, Livermore and San Jose. At March 31, 2014, VCB had gross loans of $85 million, total assets of $139 million and total deposits of $120 million.
FNB Bancorp, through its wholly owned subsidiary, First National Bank of Northern California, offers a full range of commercial banking and consumer products and services through twelve branch locations in the counties of San Francisco, San Mateo and Santa Clara. At March 31, 2014, the Bank had $577 million in gross loans, $901 million in total assets and $774 million in total deposits.
Tom McGraw, Chief Executive Officer of FNB Bancorp and the Bank stated: "As we celebrate our 51st year of meeting the banking needs of our customers, we are excited to welcome the talents, resources, and customers of Valley Community Bank. Valley Community Bank and First National Bank of Northern California both understand the vital importance of customer focused community banking. The convergence of quality products and services, giving back to our communities in time and financial support and employing people with a passion for service are the cornerstones of both our organizations. Together, we will be that much stronger. This merger complements our recent expansion efforts into Sunnyvale, and establishes our presence in the East Bay, allowing us to better serve our existing customers and providing us access to areas where we have not previously had a physical presence."
Richard Loupe, President and Chief Executive Officer of Valley Community Bank, stated: "We are very pleased to have the opportunity to join with First National Bank of Northern California. We believe the combination provides strong value for our shareholders who can benefit as First National Bank of Northern California shareholders going forward. The combination allows First National Bank of Northern California, a fifty year old community bank in the Bay Area, to expand into San Jose and the East Bay, where Valley Community Bank holds a dominant market share among local community banks in the Tri-Valley. It also is beneficial in that First National Bank of Northern California and Valley Community Bank hold the same philosophy of valuing long term relationships with local businesses and professionals. The combination also offers our customers a wider and more convenient branch network."
FNB Bancorp and First National Bank of Northern California were advised in this transaction by Western Financial Corporation, as financial advisor, and Dodd Mason George LLP, as legal counsel. Valley Community Bank was advised by Monroe Financial Partners, Inc., as financial advisor, and Bryan Cave LLP, as legal counsel.
Additional Information About the Acquisition and Where to Find It:
FNB Bancorp is subject to the annual, quarterly and other periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the "Act"), and a copy of the Agreement and Plan of Reorganization and Merger will be filed with the Securities and Exchange Commission (the "SEC") on a Form 8-K Current Report. For additional information about the proposed acquisition, reference should be made to that Form 8-K Current Report and the text of the Agreement and Plan of Reorganization and Merger, as well as other information regarding FNB Bancorp, its business and the status of the proposed merger, as reported by FNB Bancorp from time to time in other filings with the SEC. Valley Community Bank is not subject to the reporting requirements of the Act.
Investors are urged to read the Form 8-K Current Report mentioned above and all exhibits thereto and any other relevant documents filed by FNB Bancorp with the SEC from time to time in connection with the proposed merger because they contain important information about the transaction. Investors, shareholders and others may obtain free copies of these documents through the website maintained by the SEC at www.sec.gov. Valley Community Bank files reports with the Federal Deposit Insurance Corporation and investors, shareholders and others may obtain free copies of such reports through the website maintained by the FDIC at www.fdic.gov or by directing a request to Valley Community Bank at the address provided below.
In connection with the proposed transaction, FNB Bancorp intends to file an application with the Commissioner of the California Department of Business Oversight ("DBO") for a permit to exchange shares of its common stock for shares of VCB common stock under the California Corporate Securities Law of 1968. FNB Bancorp contemplates that all shares exchanged for VCB shares will, upon issuance of such permit, be exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(10) of the Act. Such a permit will be based in part on a proxy statement/prospectus to be provided to the shareholders of VCB in order to solicit their votes in favor of the proposed acquisition and related matters. In addition, FNB Bancorp may file other relevant documents concerning the proposed acquisition with the Commissioner. Information regarding the permit application process may be obtained through the website maintained by the DBO at www.dbo.ca.gov. Investors and shareholders are urged to read the proxy statement/prospectus regarding the transaction, when it becomes available, along with any other relevant documents filed with the Commissioner because they will contain important information to an understanding of the proposed acquisition. Investors and shareholders will be able to obtain copies of these documents, free of charge, as they become available, from VCB by accessing VCB's website at www.vcb-ca.com or from FNB Bancorp by accessing the FNB Bancorp website at www.fnbnorcal.com. Information on the FNB Bancorp website is not, and shall not be deemed to be, a part of this release or incorporated into filings that FNB Bancorp makes with the SEC. Free copies of the proxy statement/prospectus, when available, may also be obtained by directing a request by telephone or mail to FNB Bancorp, 975 El Camino Real, South San Francisco, California 94080, Attention Investor Relations (telephone (650) 588-6800), or to Valley Community Bank, 5000 Pleasanton Avenue, Suite 210, Pleasanton, California 94566, Attention President (telephone (925) 621-7200).
Participants in the Transaction:
FNB Bancorp, First National Bank of Northern California and Valley Community Bank and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of VCB in connection with the proposed acquisition. Information about the directors and executive officers of FNB Bancorp and First National Bank of Northern California is set forth in the proxy statement for FNB Bancorp's 2014 annual meeting of shareholders filed with the Securities and Exchange Commission on April 21, 2014. Information about the directors and executive officers of Valley Community Bank is set forth in the proxy statement for Valley Community Bank's 2013 annual meeting of shareholders, mailed to shareholders on May 17, 2013. Additional information regarding the interests of these participants and other persons who may be deemed participants in the acquisition may be obtained by reading the proxy statement/prospectus for the proposed acquisition when it becomes available.
Forward-Looking Statements. This release contains certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those stated herein. Management's assumptions and projections are based on their anticipation of future events and actual performance may differ materially from those projected. Risks and uncertainties which could impact future financial performance include, among others, (a) competitive pressures in the banking industry; (b) changes in the interest rate environment; (c) general economic conditions, either nationally or regionally or locally, including fluctuations in real estate values; (d) changes in the regulatory environment; (e) changes in business conditions or the securities markets and inflation; (f) water shortages in the State of California; and (g) the effects of terrorism, including the events of September 11, 2001, and thereafter, and the conduct of war on terrorism by the United States and its allies. Therefore, the information set forth herein, together with other information and risk factors contained in the periodic reports filed with the SEC by FNB Bancorp, should be carefully considered when evaluating its business prospects. In addition to the risk factors previously disclosed in reports filed with the SEC by FNB Bancorp, there are additional risks and uncertainties associated with the proposed acquisition which include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of Valley Community Bank's operations with those of the First National Bank of Northern California will be materially delayed or will be more costly or difficult than expected; the inability to complete the merger due to the failure of Valley Community Bank's shareholders to approve the merger agreement; the failure to satisfy other conditions to completion of the merger, including receipt of required regulatory and other approvals; the failure of the proposed merger to close for any other reason; the effect of the announcement of the merger on customer relationships and operating results; dilution caused by the issuance of additional shares of FNB Bancorp common stock in connection with the merger; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and general competitive, economic, political and market conditions and fluctuations. FNB Bancorp undertakes no obligation to update any forward-looking statements contained in this release, except as required by law.
FNB Bancorp Contacts:
Chief Executive Officer
Chief Financial Officer
Valley Community Bank Contact:
Richard P. Loupe
Chief Executive Officer
ScriptRock makes GuardRail, a DevOps-ready platform for configuration monitoring. Realizing we were spending way too much time digging up, cataloguing, and tracking machine configurations, we began writing our own scripts and tools to handle what is normally an enormous chore. Then we took the concept a step further, giving it a beautiful interface and making it simple enough for our bosses to understand. We named it GuardRail after its function - to allow businesses to move fast and stay sa...
Dec. 21, 2014 11:30 AM EST Reads: 550
The major cloud platforms defy a simple, side-by-side analysis. Each of the major IaaS public-cloud platforms offers their own unique strengths and functionality. Options for on-site private cloud are diverse as well, and must be designed and deployed while taking existing legacy architecture and infrastructure into account. Then the reality is that most enterprises are embarking on a hybrid cloud strategy and programs. In this Power Panel at 15th Cloud Expo (http://www.CloudComputingExpo.com...
Dec. 21, 2014 11:30 AM EST Reads: 2,397
Verizon Enterprise Solutions is simplifying the cloud-purchasing experience for its clients, with the launch of Verizon Cloud Marketplace, a key foundational component of the company's robust ecosystem of enterprise-class technologies. The online storefront will initially feature pre-built cloud-based services from AppDynamics, Hitachi Data Systems, Juniper Networks, PfSense and Tervela. Available globally to enterprises using Verizon Cloud, Verizon Cloud Marketplace provides a one-stop shop fo...
Dec. 21, 2014 11:00 AM EST Reads: 1,977
Leysin American School is an exclusive, private boarding school located in Leysin, Switzerland. Leysin selected an OpenStack-powered, private cloud as a service to manage multiple applications and provide development environments for students across the institution. Seeking to meet rigid data sovereignty and data integrity requirements while offering flexible, on-demand cloud resources to users, Leysin identified OpenStack as the clear choice to round out the school's cloud strategy. Additional...
Dec. 21, 2014 11:00 AM EST Reads: 1,964
SYS-CON Media announced today that Sematext launched a popular blog feed on DevOps Journal with over 6,000 story reads over the weekend. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. DevOps Journal brings valuable information to DevOps professionals who are transforming the way enterprise IT is done. Sematext is a globally distributed organization that builds innovative Cloud and On Premises solutions for performance monitoring, alerting an...
Dec. 21, 2014 11:00 AM EST Reads: 591
SYS-CON Events announced today that IDenticard will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. IDenticard™ is the security division of Brady Corp (NYSE: BRC), a $1.5 billion manufacturer of identification products. We have small-company values with the strength and stability of a major corporation. IDenticard offers local sales, support and service to our customers across the United States and Canada...
Dec. 21, 2014 10:00 AM EST Reads: 2,137
SYS-CON Media announced today that Aruna Ravichandran, VP of Marketing, Application Performance Management and DevOps at CA Technologies, has joined DevOps Journal’s authors. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. DevOps Journal brings valuable information to DevOps professionals who are transforming the way enterprise IT is done. Aruna's inaugural article "Four Essential Cultural Hacks for DevOps Newbies" discusses how to demonstrate the...
Dec. 21, 2014 10:00 AM EST Reads: 1,788
The move in recent years to cloud computing services and architectures has added significant pace to the application development and deployment environment. When enterprise IT can spin up large computing instances in just minutes, developers can also design and deploy in small time frames that were unimaginable a few years ago. The consequent move toward lean, agile, and fast development leads to the need for the development and operations sides to work very closely together. Thus, DevOps become...
Dec. 21, 2014 10:00 AM EST Reads: 2,034
SYS-CON Events announced today that Windstream, a leading provider of advanced network and cloud communications, has been named “Silver Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York, NY. Windstream (Nasdaq: WIN), a FORTUNE 500 and S&P 500 company, is a leading provider of advanced network communications, including cloud computing and managed services, to businesses nationwide. The company also offers broadband, p...
Dec. 21, 2014 08:30 AM EST Reads: 2,255
SYS-CON Events announced today that AIC, a leading provider of OEM/ODM server and storage solutions, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. AIC is a leading provider of both standard OTS, off-the-shelf, and OEM/ODM server and storage solutions. With expert in-house design capabilities, validation, manufacturing and production, AIC's broad selection of products are highly flexible and are conf...
Dec. 21, 2014 06:30 AM EST Reads: 1,947
ARMONK, N.Y., Nov. 20, 2014 /PRNewswire/ -- IBM (NYSE: IBM) today announced that it is bringing a greater level of control, security and flexibility to cloud-based application development and delivery with a single-tenant version of Bluemix, IBM's
The BPM world is going through some evolution or changes where traditional business process management solutions really have nowhere to go in terms of development of the road map. In this demo at 15th Cloud Expo, Kyle Hansen, Director of Professional Services at AgilePoint, shows AgilePoint’s unique approach to dealing with this market circumstance by developing a rapid application composition or development framework.
Dec. 20, 2014 11:00 PM EST Reads: 1,330
SYS-CON Events announced today Isomorphic Software, the global leader in high-end, web-based business applications, will exhibit at SYS-CON's DevOps Summit 2015 New York, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Isomorphic Software is the global leader in high-end, web-based business applications. We develop, market, and support the SmartClient & Smart GWT HTML5/Ajax platform, combining the productivity and performance of traditional desktop software ...
Dec. 20, 2014 11:00 PM EST Reads: 1,227
"BSQUARE is in the business of selling software solutions for smart connected devices. It's obvious that IoT has moved from being a technology to being a fundamental part of business, and in the last 18 months people have said let's figure out how to do it and let's put some focus on it, " explained Dave Wagstaff, VP & Chief Architect, at BSQUARE Corporation, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 20, 2014 12:00 PM EST Reads: 1,968
"Our premise is Docker is not enough. That's not a bad thing - we actually love Docker. At ActiveState all our products are based on open source technology and Docker is an up-and-coming piece of open source technology," explained Bart Copeland, President & CEO of ActiveState Software, in this SYS-CON.tv interview at DevOps Summit at Cloud Expo®, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 20, 2014 11:00 AM EST Reads: 1,992