Additional Information about the Proposed Transaction and Where to Find ItThis communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, Pacific Commerce Bancorp prepared and filed with the California Department of Business Oversight certain applications containing, among other things, a joint proxy statement/prospectus and other documents with respect to the proposed Merger. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS PROVIDED BY PACIFIC COMMERCE BANCORP, PACIFIC COMMERCE BANK, AND PROAMÉRICA BANK IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors may obtain free copies of the joint proxy statement/prospectus and other relevant documents prepared by Pacific Commerce Bancorp and ProAmérica Bank free of charge by contacting Pacific Commerce Bancorp at (213) 417-0164 or ProAmérica Bank at (213) 613-5000.
Pacific Commerce Bancorp (OTC: PCBC) (the "Company"), parent company of Pacific Commerce Bank, and ProAmérica Bank (OTC: PMRA), today announced that they have received all necessary regulatory approvals for the merger of the two banks. The transaction remains subject to and is conditioned upon receiving shareholder approvals from both institutions. The Company and ProAmérica have their respective shareholder meetings scheduled for the second week of May and expect the transaction to close shortly thereafter. The combined institution will have total assets of approximately $560 million upon the close and six offices from Downtown Los Angeles to south San Diego County. Under the terms of the agreement, Pacific Commerce Bank will operate ProAmérica's single branch office as ProAmérica Bank, a division of Pacific Commerce Bank. Upon the close of the transaction, Maria S. Salinas and Sal Varela, founders and directors of ProAmérica Bank will become directors of the Company and Pacific Commerce Bank. About Pacific Commerce Bancorp Pacific Commerce Bancorp is the parent company for Pacific Commerce Bank. Pacific Commerce Bank provides complete deposit and loan banking solutions to small businesses, professionals and high net worth individuals from Los Angeles to the Mexican border. The Bank is a Preferred SBA Lender and operates offices in Downtown Los Angeles, West Los Angeles, Pasadena, San Diego and Chula Vista. Pacific Commerce Bancorp's common stock is publicly traded on the Over The Counter Market under the ticker symbol "PCBC". For more information please visit our website at www.pacificcommercebank.com. About ProAmérica Bank ProAmérica Bank provides a full range of financial services, including credit and deposit products, SBA loan products, cash management, and internet banking for businesses, professionals, nonprofits and high net worth individuals from its headquarters office at 888 West Sixth Street, Second Floor, Los Angeles, CA 90017-2728. Information on products and services may be obtained by calling (213) 613-5000 or visiting the Bank's website at www.PROAMERICABANK.com. Forward-Looking Statements Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Each of PCBC and PMRA intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. The companies' respective abilities to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material effect on the operations and future prospects of each of PCBC and PMRA and the resulting company, include but are not limited to: the businesses of PCBC and/or PMRA may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; revenues following the merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the merger; the ability to obtain required regulatory and shareholder approvals, and the ability to complete the merger on the expected timeframe may be more difficult, time-consuming or costly than expected; changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the companies' respective market areas; their implementation of new technologies; their ability to develop and maintain secure and reliable electronic systems; and accounting principles, policies, and guidelines, and other risk factors detailed from time to time. PCBC and PMRA undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.