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Pacific Premier Bancorp, Inc. And San Diego Trust Bank Announce Merger Agreement

Stocks in this article: PPBI SDBK

The transaction is expected to close late in the second quarter of 2013 or in the third quarter of 2013, subject to satisfaction of customary closing conditions, including regulatory approvals and approval of San Diego Trust Bank shareholders. Directors and executive officers of San Diego Trust Bank have entered into agreements with Pacific Premier and San Diego Trust Bank whereby they committed to vote their shares of San Diego Trust Bank common stock in favor of the acquisition. For additional information about the proposed acquisition of San Diego Trust Bank, you should carefully read the definitive merger agreement that we filed with the Securities and Exchange Commission (“SEC”) today.

Pacific Premier was advised in this transaction by D.A. Davidson & Co., as financial advisor, and Patton Boggs LLP, as legal counsel. San Diego Trust Bank was advised by Keefe, Bruyette & Woods, Inc., as financial advisor, and McKenna Long & Aldridge LLP, as legal counsel.

Conference Call: Wednesday, March 6 at 9:00 a.m. PT / 12:00 p.m. ET

Pacific Premier will hold a conference call regarding this announcement on Wednesday, March 6, 2013 at 9:00 a.m. PT / 12:00 p.m. ET. Those wishing to participate in the call may dial 877-941-6009; Conference ID 4605027. The investor presentation for this transaction can be accessed at Pacific Premier’s website at www.ppbi.com. A replay of the call will be available through March 13, 2013 by calling 800-406-7325 and entering Conference ID 4605027.

About Pacific Premier Bancorp, Inc.

Pacific Premier owns all of the capital stock of Pacific Premier Bank. Pacific Premier Bank provides business and consumer banking products to its customers through our ten full-service depository branches in Southern California located in the cities of Huntington Beach, Irvine, Los Alamitos, Newport Beach, Palm Desert, Palm Springs, San Bernardino and Seal Beach. For additional information about the Company, visit the Company’s website at www.ppbi.com.

About San Diego Trust Bank

Founded by several of San Diego’s most respected banking veterans and business leaders in 2003, San Diego Trust Bank is dedicated to the timeless principles of superior local market knowledge, unparalleled service, and building exceptional shareholder value. San Diego Trust Bank operates three full-service banking offices located in San Diego, Encinitas and Point Loma, California. For additional information about San Diego Trust Bank, visit its website at www.sandiegotrust.com.

Forward Looking Statements

This press release may contain forward-looking statements regarding Pacific Premier, San Diego Trust Bank and the proposed acquisition. These statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors: the expected cost savings, synergies and other financial benefits from the acquisition might not be realized within the expected time frames or at all; governmental approval of the acquisition may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of the acquisition; conditions to the closing of the acquisition may not be satisfied; and the shareholders of San Diego Trust Bank may fail to approve the consummation of the acquisition. Annualized, pro forma, projected and estimated numbers in this press release are used for illustrative purposes only, are not forecasts and may not reflect actual results.

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