SAN JOSE, Calif.–(GLOBE NEWSWIRE)–Heritage Commerce Corp (NASDAQ:HTBK) (“Heritage”) today announced that on August 20, 2015, it completed its previously announced merger of its wholly-owned bank subsidiary Heritage Bank of Commerce with Focus Business Bank (“Focus Bank”). The merger, which was first announced on April 23, 2015, was concluded following receipt of approval from Heritage and Focus Business Bank shareholders and all required regulatory approvals. As of June 30, 2015, Focus Bank had $408 million in assets, $377 million in deposits, and $189 million in gross loans. The expected combined company will have in excess of $2.0 billion in assets.
Walter T. Kaczmarek, President and Chief Executive Officer of Heritage commented, “We are pleased to announce the completion of our merger with Focus Business Bank, uniting the only two independent banks headquartered in San Jose. We are excited about the increased capacity and market exposure created from this business combination, and look forward to taking advantage of the resulting opportunities.”
Under the terms of the merger agreement, Focus Bank shareholders received a fixed exchange ratio of 1.8235 shares of Heritage common stock in exchange for each share of Focus Bank common stock. Holders of Focus Bank common stock immediately prior to the merger, as a group, own approximately 14.6% of the outstanding shares of the Heritage common stock immediately after the merger. Based on Heritage’s closing stock price of $10.68 on August 20, 2015, the merger consideration was valued at approximately $19.47 per Focus Bank share. Immediately prior to the closing, Focus Bank option holders received cash, net of applicable taxes withheld, for the value of their unexercised stock options in an amount equal to the excess over the exercise price per share, if any, of 1.8235 multiplied by $10.94, which was the volume weighted average of the closing prices for shares of Heritage common stock as quoted on the NASDAQ Global Select Market for the twenty consecutive trading days ending on August 13, 2015.