First PacTrust Bancorp (NASDAQ: BANC) (“First PacTrust”), the holding company for PacTrust Bank and Beach Business Bank, and The Private Bank of California (OTCBB: PBCA) today jointly announced that they have entered into a definitive agreement pursuant to which The Private Bank of California will merge into Beach Business Bank, a wholly owned subsidiary of First PacTrust (the “Transaction”). Following the closing of the Transaction, Beach Business Bank will be renamed “The Private Bank of California.”
The Transaction is initially valued at approximately $50 million, or approximately $13.00 per diluted share. This represents a twenty-seven percent premium to the most recent closing stock price for The Private Bank of California. As part of the Transaction consideration, shareholders of The Private Bank of California will receive, in aggregate, 2,083,333 shares of First PacTrust common stock having a value of approximately $25 million (at $12.00 per share). The boards of directors of First PacTrust, Beach Business Bank and The Private Bank of California have each unanimously approved the Transaction, which is expected to close during the second quarter of 2013.
First PacTrust expects to maintain strong capital ratios following the acquisition, including a Tier 1 Capital Ratio to exceed thirteen percent on a fully consolidated, pro forma basis.
“The acquisition of The Private Bank of California represents a significant milestone in our stated strategy of becoming Southern California’s bank of choice for small- to mid-sized businesses, entrepreneurs and high net worth individuals throughout Southern California,” said Greg Mitchell, CEO of First PacTrust. “We are bringing together two highly complementary organizations that will enable First PacTrust to expand its Southern California footprint in attractive markets such as Los Angeles, Hollywood, Century City and Irvine.”Robert Franko, CEO of Beach Business Bank, stated: “The Private Bank of California enjoys an outstanding reputation in the markets it serves and its management team has extensive expertise in commercial and industrial lending, private banking and business banking. I have deeply respected its strong franchise and dedicated team for several years. With its emphasis on offering superior customer service to its business banking clients, The Private Bank of California provides an excellent foundation for expanding First PacTrust’s presence in the commercial banking market.”