SAN DIEGO, Calif.–(PRNewswire)–Bank of Southern California, N.A., San Diego, CA (OTC Pink: BCAL), and Americas United Bank, Glendale, CA (OTC Pink: AUNB), today announced the signing of a definitive agreement and plan of merger (the “Agreement”) whereby Americas United Bank will merge with and into Bank of Southern California. The merger is subject to customary closing conditions, including the receipt of all regulatory approvals and the approval of the shareholders of AUB and BCAL, and is expected to close in the third quarter of 2018.
Additionally, directors and executive officers of AUB have entered into agreements committing to vote their shares in favor of the transaction. The transaction is valued at approximately $44.1 million, based on BCAL’s stock price per share of $14.75.
Under the terms of the Agreement, AUNB shareholders will receive $7.00 in cash and 0.4746 shares of BCAL common stock, or $14.00 per share, for each share of AUNB common stock that they own as of the closing date of the merger. In order to support the operations of the combined Bank following the merger, Bank of Southern California has received binding commitments from investors pursuant to which it will raise $20.0 million.
The transaction is expected to be immediately accretive to BCAL’s earnings per share in 2018 (excluding transaction costs). The pro forma combined Bank will have approximately 8.3 million shares outstanding, representing a prospective market capitalization of approximately $123 million based on a per share valuation of BCAL’s stock of $14.75.
The merger combines two profitable Southern California franchises with similar core operating philosophies and cultures. Headquartered in San Diego, CA, Bank of Southern California currently operates eight locations in San Diego County, the Coachella Valley in Riverside County, and Orange County. Americas United Bank is headquartered in Glendale, CA, with four branches located in the greater Los Angeles area. Americas United Bank offers an attractive footprint and provides the foundation for Bank of Southern California to enter the Los Angeles market as the Bank continues its strategic expansion in the Southern California region. Upon completion of the transaction, the combined organization will have pro forma assets of approximately $750 million.