Southern California Bancorp to Acquire Bank of Santa Clarita

SAN DIEGO & SANTA CLARITA, Calif.–(BUSINESS WIRE)–Southern California Bancorp, the holding company for Bank of Southern California, N.A. (the “Bank”), and Bank of Santa Clarita jointly announce the signing of a definitive merger agreement pursuant to which Southern California Bancorp will acquire Bank of Santa Clarita through the merger of Bank of Santa Clarita with and into Bank of Southern California. Based on financial results as of December 31, 2020, the combined company will have pro forma total assets of approximately $2.0 billion, deposits of $1.5 billion and net loans of $1.5 billion.

“The acquisition of Bank of Santa Clarita marks an important step in our strategy to grow our commercial banking model by expanding the Bank’s footprint north of Los Angeles to the attractive banking communities of the Santa Clarita area,” said David Rainer, Executive Chairman of Southern California Bancorp and Bank of Southern California. “On behalf of our Board, I extend a warm welcome to Bank of Santa Clarita Chairman and Chief Executive Officer Frank Di Tomaso, who will be joining us as a director and providing us additional capabilities as an employee specializing in client relations and marketing.”

“The cultures, values and relationship-based banking models of these two banks are in close alignment and we are very pleased to have the Bank of Santa Clarita team and their customers join the Bank of Southern California family,” said Nathan Rogge, President and Chief Executive Officer of Bank of Southern California. “We have recently added several experienced bankers in the northern area of our footprint, and this expansion will support those teams, as well as increase the Bank’s lending limit. Using reasonable transaction assumptions, and after conducting detailed due diligence, we expect an earn back on the acquisition of less than one year, with earnings modestly accretive this year and in the high single digits in 2022, the first full year of our combined operations. We believe this transaction supports our long-term growth strategy and will unlock shareholder value for both parties.”

“On behalf of our Board of Directors, I am pleased to announce our merger into Bank of Southern California,” said Frank Di Tomaso, Chairman and Chief Executive Officer of Bank of Santa Clarita. “We share with them a banking culture focused on providing high-touch, personalized service to small and middle-market businesses, with a deep commitment to the markets and communities we serve. We believe this strategic partnership, with a shared vision of providing relationship-based banking to the middle-market, will benefit our shareholders, customers, employees, and communities. We will continue to focus on maintaining and creating strong relationships and bringing value to the customers we serve.”

Pursuant to the merger agreement, Bank of Santa Clarita shareholders will receive 1.00 share of Southern California Bancorp common stock in exchange for each share of Bank of Santa Clarita. The 100% stock transaction is valued at approximately $56.2 million in aggregate, based on a per share value of Southern California Bancorp’s stock of $14.15. The value of the merger consideration will fluctuate based on Southern California Bancorp’s stock price. Giving effect to the transaction, existing shareholders of Southern California Bancorp are expected to own approximately 78.0% of the outstanding shares of the combined company and Bank of Santa Clarita shareholders are expected to own approximately 22.0%. Bank of Santa Clarita Chairman and Chief Executive Officer Frank Di Tomaso will join the Board of Directors of Southern California Bancorp and Bank of Southern California.

An overview of the transaction is available on the Bank of Southern California website at https://www.banksocal.com/about-us/financials/.

The transaction is subject to shareholder and regulatory approvals and satisfaction of customary closing conditions and is expected to close in the third quarter of 2021. Bank of Santa Clarita directors who own shares of Bank of Santa Clarita common stock have entered into agreements with Southern California Bancorp pursuant to which they have committed to vote their shares of Bank of Santa Clarita common stock in favor of the transaction. Southern California Bancorp directors who own shares of Southern California Bancorp common stock have entered into agreements with Bank of Santa Clarita pursuant to which they have committed to vote their shares of Southern California Bancorp common stock in favor of the transaction.

Duane Morris LLP served as legal counsel and Raymond James and Associates provided a fairness opinion to Southern California Bancorp’s Board of Directors. MJC Partners, LLC served as financial advisor and provided a fairness opinion to Bank of Santa Clarita’s Board of Directors and Sheppard, Mullin, Richter & Hampton LLP served as legal counsel.

ABOUT BANK OF SOUTHERN CALIFORNIA AND SOUTHERN CALIFORNIA BANCORP

A growing commercial bank, established in 2001, Bank of Southern California, N.A., with headquarters in San Diego, CA, offers a range of financial products to individuals, professionals, and small-to-medium sized businesses. The Bank’s solution-driven, relationship-based approach to banking provides accessibility to decision makers and enhances value through strong partnerships with its clients. The Bank currently operates branches in San Diego County, Los Angeles County, Orange County, San Bernardino County, and the Coachella Valley in Riverside County.

Southern California Bancorp is a registered bank holding company formed for the purpose of acquiring control of the Bank. The Bank became a wholly owned subsidiary of Bancorp in a reorganization transaction that closed on May 15, 2020.

For more information, please visit banksocal.com or call (844) BNK-SOCAL.

ABOUT BANK OF SANTA CLARITA

Founded in 2004, Bank of Santa Clarita is a full-service community bank headquartered in Santa Clarita, California. Bank of Santa Clarita provides local, experienced decision-making and personalized service that growing businesses need on a daily basis to efficiently manage their cash and credit needs. We are engaged in a full range of business and personal banking services for small-to-medium size businesses, professionals, entrepreneurs, and high-net worth clients. Our Bank’s Point of Difference is the unparalleled caliber of personalized service provided to our business and consumer clientele.

Our offices are located on Magic Mountain Parkway in Santa Clarita. For more information please visit https://www.bankofsantaclarita.com/.

Additional Information About the Merger

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote for approval of the merger. In connection with the proposed merger a joint proxy statement/prospectus will be provided to the shareholders of both institutions which will provide detailed information about the merger and the two institutions. Shareholders will be encouraged to read the joint proxy statement/prospectus carefully before voting on the merger. The directors, executive officers, and certain other members of management and employees of Southern California Bancorp, Bank of Southern California and Bank of Santa Clarita may be deemed to be participants in the solicitation of votes to approve the merger. Additional information regarding the interests of those participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement/prospectus when it becomes available.

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