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Pacific Western Bank Signs Definitive Agreement To Acquire American Perspective Bank For $58.1 Million

LOS ANGELES, April 30, 2012 /PRNewswire/ --  PacWest Bancorp (Nasdaq: PACW) and San Luis Obispo, California  ...  American Perspective Bank (OTC BB: APBA) today announced that PacWest's wholly owned subsidiary, Pacific Western Bank, had entered into a definitive agreement and plan of merger to acquire all of the outstanding common stock and restricted stock of American Perspective Bank for $58.1 million in cash, or $13.00 per share for each share of common stock of American Perspective Bank.  American Perspective Bank had $264 million in assets at March 31, 2012, two operating branches and a loan production office. Pacific Western Bank is a Los Angeles-based commercial bank with $5.4 billion in assets as of March 31, 2012 and 76 branches throughout California, including 12 in the Central Coast region.  Pacific Western Bank entered the Central Coast through its acquisition of Affinity Bank in August 2009, and increased its presence with its acquisition of Los Padres Bank in August 2010.

On April 10, 2012, American Perspective Bank previously announced it had entered into a definitive agreement to be acquired by Umpqua Bank, a wholly owned subsidiary of Umpqua Holdings Corp., for $44.7 million in cash, or $10.00 per share of American Perspective Bank common stock.  Subsequent to that announcement, PacWest Bancorp approached American Perspective Bank and its advisors with a significantly higher price to acquire the company.  Under the terms of its definitive agreement with Umpqua Bank, the board of directors of American Perspective Bank exercised its right to enter into discussions with PacWest.  Ultimately, the board determined that the $58.1 million offer from PacWest represented a significant premium to the offer presented by Umpqua Holdings and pursuant to its fiduciary duties and, as permitted under its agreement with Umpqua, entered into an agreement with PacWest and terminated its agreement with Umpqua. 

Under the terms of its agreement with Umpqua, American Perspective Bank will pay to Umpqua a termination fee of $1.6 million, payable within 30 days of April 30, 2012, the date it terminated its agreement with Umpqua.

The board of directors of each company has approved this transaction.  The acquisition of American Perspective Bank by Pacific Western Bank is subject to customary conditions, including the approval of American Perspective Bank's shareholders and bank regulatory authorities, and is expected to close in the third quarter of 2012.  Immediately following the completion of the acquisition, it is anticipated that American Perspective Bank will be merged with and into Pacific Western Bank.

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