Bay Commercial Bank and Bank On It, Inc. Announce Definitive Agreement to Acquire Community Bank of San Joaquin

        Print
| Source: Bay Commercial Bank

WALNUT CREEK, Calif. and STOCKTON, Calif., Jan. 16, 2014 (GLOBE NEWSWIRE) -- Bay Commercial Bank (OTCBB:BCML) and Bank On It, Inc., (OTCBB:BKOT) parent company of Community Bank of San Joaquin, announced today that they have entered into a definitive agreement pursuant to which Bay Commercial Bank will acquire Community Bank of San Joaquin for approximately $4.8 million, less certain expenses and other adjustments. The total assets of the combined banks on a pro forma basis at September 30, 2013 are approximately $445.0 million. The merger is expected to be immediately accretive to book value and to earnings per common share. The transaction was approved by the Boards of Directors of both banks. Completion of the transaction is subject to regulatory and shareholder approvals. It is anticipated the transaction will close in the second quarter of 2014.

Bank On It, Inc and Community Bank of San Joaquin will be merged into Bay Commercial Bank. The shareholders of Bank On It, Inc. will receive their consideration in cash. Bank On It Inc.'s currently outstanding trust preferred securities and other debt will be repaid concurrent with the closing of the merger. The agreement also contains customary representations, warranties, termination fees and other covenants customary for a transaction of this nature.

George Guarini, President and CEO of Bay Commercial Bank, stated "We look forward to capitalizing on the strengths of both banks. Combined, we will continue to build on our strong capital base expanding our menu of services. When consummated, this union will be a key step in our strategy to augment our growth through organic and external means. The seven branches of the combined banks will allow us the opportunity to extend client reach in serving the five counties of Contra Costa, Santa Clara, Alameda, Napa and San Joaquin. We provide a mix of commercial, industrial and real estate loans and loans guaranteed by the Small Business Administration, Farm Service Agency, as well as our tax-free exchange and escrow services. We will now add Agricultural Lending and Trust products to our mix of services. The deposit generating capacity of the Stockton branches combined with the additional diversification of the combined loan portfolio adds to the value of this merger. At Bay Commercial Bank we say 'It's About the Client.' We believe it, we take it seriously and we show it."

John McGrath, President and CEO of Community Bank of San Joaquin, stated, "Community Bank of San Joaquin has successfully served the greater Stockton community for 14 years. We are pleased to join forces with Bay Commercial Bank, a strong, profitable, and respected banking organization."

Community Bank of San Joaquin operates two banking offices in Stockton, California, and, at September 30, 2013, total assets of $118.5 million. Community Bank of San Joaquin and its holding company Bank On It, Inc. opened in November 1999. Bank On It, Inc currently trades on the Over the Counter Bulletin Board under the symbol "BKOT". More information on the company is available at www.communitybanksj.com.

Bay Commercial Bank, headquartered in Walnut Creek, California began business in July 2004 and trades on the Over the counter Bulletin Board under the symbol "BCML".  At September 30, 2013, Bay Commercial Bank had total assets of approximately $327.0 million with five banking offices in Northern California. More information about Bay Commercial Bank may be obtained by visiting www.baycommercialbank.com.

Bay Commercial Bank is being represented by Gary Steven Findley & Associates while Bank On It, Inc. is being represented by the investment banking firm FIG Partners, LLC and Bingham McCutchen, LLP as its legal advisor.

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 Bay Commercial Bank or Bank On It, Inc. or any person acting on their behalf are qualified by the cautionary statements in this press release. Bay Commercial Bank and Bank On It, Inc. 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 Bank On It, Inc. with a wholly owned subsidiary of Bay Commercial Bank. Bank On It, Inc. intends to send its shareholders a proxy statement regarding the proposed merger. Before making any voting or investment decision, investors and security holders of Bank On It, Inc. are urged to carefully read the entire proxy statement, when its becomes available, because it will contain important information about the proposed transaction.

Bay Commercial Bank
Keary Colwell, CFO
(925) 476-1805

Community Bank of San Joaquin
John McGrath, President & CEO
(209) 955-8712