Grandpoint Capital announces definitive agreement to acquire California Community Bank

Grandpoint Capital announces definitive agreement to acquire California Community Bank

  • Los Angeles and Escondido, CA
  • January 19, 2012

Grandpoint Capital, Inc., acting through one of its wholly owned subsidiaries, announced today that it has entered into a definitive agreement to acquire California Community Bank (OTCBB: CABK.OB) for approximately $30 million, plus an amount equal to California Community Bank’s adjusted net income as of shortly before closing, but less an amount equal to certain other expenses. California Community Bank operates four banking offices in San Diego County. At December 31, 2011, California Community had total assets of $243.8 million.

California Community Bank will be merged with and into a subsidiary of Grandpoint, with such subsidiary as the continuing bank. The shareholders of California Community Bank will receive their consideration in cash. The exact amount of the merger consideration may be adjusted based on California Community Bank’s financial performance after October 1, 2011, and prior to the closing of the merger. The agreement also contains representations, warranties, a break-up fee and other covenants amongst the parties customary for a transaction of this nature.

Completion of the transaction is subject to regulatory and shareholder approvals, as well as other customary closing conditions. It is anticipated the transaction will be completed in the third quarter 2012.

“We have known Cal Community’s CEO Larry Hartwig and his leadership team for years. The bank is well managed and its business focus is very complementary to our own,” said Don M. Griffith, chairman and chief executive officer of Grandpoint Capital, Inc. “San Diego County is an important market for Grandpoint, and California Community Bank will enhance our presence there with its well-established offices in key locations around the county.”

“This is an exciting opportunity for Cal Community,” said Larry D. Hartwig, chief executive officer of California Community Bank. “The merger with Grandpoint will provide us with capital resources that will support new growth and expanded products and services for our customers. Because we share a similar operating philosophy and corporate culture, Grandpoint is an excellent match for us.”

In September 2011, Grandpoint Capital announced a definitive agreement to acquire Regents Bancshares and its subsidiary, La Jolla, Calif.-based Regents Bank, which has four offices in San Diego County. That transaction has been approved by the Federal Reserve and is expected to close before the end of January 2012. Following the acquisition, Regents Bank will become a wholly owned subsidiary of Grandpoint Capital and will continue to operate under its existing name with its current management and staff. “Once Regents becomes a subsidiary of Grandpoint Capital, we plan to have Regents complete the acquisition of Cal Community and merge their operations into Regents,” Griffith said. Regents Bank Chairman Thomas C. Young and CEO Dan C. Yates will continue to serve in those positions for the combined entity following the merger with Cal Community.

California Community Bank opened in August 2003 and began trading on the Over The Counter Bulletin Board under the symbol “CABK” in November 2003. The bank is headquartered in Escondido, Calif., and operates four branches, in Escondido, Encinitas, San Diego and Vista. More information on the bank is available at www.calcommunitybank.com.

Grandpoint Capital launched Grandpoint Bank in 2010 with an initial capital investment of $75 million. At December 31, 2011, Grandpoint Bank had total assets of $855 million with eight banking offices and one loan production office in Southern California. Grandpoint Capital is also a majority owner of the Bank of Tucson, which operates two banking offices in Tucson, Ariz. More information about Grandpoint may be obtained by visiting www.grandpointbank.com.

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Forward-Looking Statements

Certain statements in this press release contain forward-looking statements that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors.

All forward-looking statements speak only as of the date of this press release. All subsequent written and oral forward-looking statements attributable to either Grandpoint Capital or California Community Bank or any person acting on their behalf are qualified by the cautionary statements in this press release. Grandpoint Capital and California Community Bank do not undertake any obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

This press release may be deemed to be solicitation material in respect of the proposed merger of California Community Bank with and into a wholly owned subsidiary of Grandpoint Capital. California Community Bank intends to send its shareholders a proxy statement regarding the proposed merger. Before making any voting or investment decision, investors and security holders of California Community Bank are urged to carefully read the entire proxy statement, when its becomes available, because it will contain important information about the proposed transaction.

Contacts:

Grandpoint Bank – Penny Maines – (213) 542-2716
California Community Bank – Larry Hartwig – (760) 888-1001