First California Financial Group, Inc. (Nasdaq:FCAL), or FCAL, the holding company of First California Bank, or FCB, and Premier Service Bank (OTCBB:PSBK), or PSBK, today announced the signing on July 9, 2012 of Amendment No. 1 (the “Amendment”) to their definitive agreement dated February 27, 2012 (the “Merger Agreement”), pursuant to which PSBK will merge into FCB. The transaction is now expected to close late in the third quarter or early in the fourth quarter of 2012, subject to regulatory and shareholder approvals and other customary closing conditions.
Under the terms of the Amendment, PSBK’s shareholders will continue to receive, subject to certain adjustments, consideration of $2.0 million, or approximately $1.59 per share, in the form of FCAL common stock. As a result of increases in the value of FCAL common stock since the signing of the original Merger Agreement, the number of shares of FCAL common stock to be received by the PSBK shareholders has been reduced from 477,269 shares to 293,626 shares, using a value of $6.81 per share. This change also resulted in a reduction in the exchange ratio from 0.3784 FCAL shares to 0.2328 FCAL shares for each share of PSBK common stock outstanding. The Amendment increased the upper threshold for FCAL’s Closing Price, as defined in the Merger Agreement, to $7.83 from $5.03, where if the Closing Price exceeds the upper threshold, FCAL may terminate the Merger Agreement without liability. The Amendment also increased the lower threshold for FCAL’s Closing Price to $5.79 from $3.35, where if the Closing Price does not reach the lower threshold, PSBK may terminate the Merger Agreement without liability. Last, the Amendment extended the outside closing date for the Merger to December 31, 2012 from August 31, 2012.
“As evidenced by the Amendment, all the parties remain committed to close the transaction with PSBK. We continue to look forward to the opportunity to expand FCB’s presence in the Riverside and Corona markets and add a talented group of bankers,” said C. G. Kum, President and Chief Executive Officer of FCAL. “PSBK continues to have a strong customer base and fits into our desired geographic footprint extremely well. We look forward to closing the transaction as soon as possible and making PSBK part of the FCAL family.”
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