Northern California National Bank Announces Results of Recently Completed Tender Offer by Investors and Reverse Stock Split

Chico, California, UNITED STATES


CHICO, Calif., July 15, 2021 (GLOBE NEWSWIRE) -- Northern California National Bank (“NorCal” or the “Bank”) announced today the results of the previously announced cash tender offer by investors seeking to acquire all of the outstanding shares of NorCal (the “Investors”), a planned reverse stock split and closing of its stock transfer records during the pendency of the reverse stock split.

The tender offer expired at 5:00, p.m., Pacific Time, on July 9, 2021. As of the expiration of the tender offer, a total of 1,364,390 shares of NorCal common stock, representing approximately 94.1% of the outstanding NorCal shares, were validly tendered into and not validly withdrawn from the tender offer. On July 14, 2021, the tender offer was consummated with the Investors now owning 94.1% of the outstanding shares of all the voting capital stock of NorCal.

As a result of the completion of the tender offer, and as previously described in the tender offer materials provided to all NorCal stockholders, the NorCal Board of Directors and the requisite number shares of NorCal common stock have approved a 50,000 for one reverse stock split and the resulting cash out of the remaining shares of NorCal common stock not held by the Investors, subject to applicable regulatory approval. In the reverse stock split, any stockholder with less than 50,000 shares will receive a fractional interest in a share of NorCal common stock and such fractional interest shall give the holder the right to receive a cash payment equal to $33.07 per share, based on the number of shares held prior to reverse stock split, unless such holder properly exercises appraisal rights. The $33.07 per share valuation for the cash payment for fractional interests is the same price paid by the Investors to NorCal stockholders for all tendered shares. During the pendency of the reverse stock split, the stock transfer books of NorCal will be closed and no further registration of transfers of shares of NorCal’s capital stock will be made.

Piper Sandler & Co. acted as financial advisor to NorCal and delivered a fairness opinion to the Board of Directors of NorCal. Kirton McConkie, PC and Manatt, Phelps & Phillips, LLP served as legal counsel to NorCal. Hovde Group, LLC acted as financial advisor to the investors. Luse Gorman, PC served as legal counsel to the investors.

About Northern California National Bank

Located at the corner of 7th Avenue and Mangrove, Northern California National Bank is a locally owned and operated bank servicing the needs of the businesses and individuals in Northern California since March 2006. The Bank has a full service branch in Chico, CA and a Loan Production Office in Sacramento, CA. For more information call (530) 879-5900 or visit the website at www.norcalbank.com.

Forward-Looking Statements

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “aim,” “projects,” or words of similar meaning and expressions that indicate future events and trends, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” or the negative of such terms or expressions. Such statements speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the tender offer and reverse stock split, including future operating and business plans, as well as other statements of expectations. The Bank’s ability to predict results, or the actual effect of the tender offer and reverse stock split, including future plans, expectations or strategies, is inherently uncertain. Factors which could have a material effect on the operations and future prospects of the Bank include but are not limited to: changes in interest rates, general economic conditions, challenges posed by the Covid-19 pandemic, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the Bank’s market area; implementation of new technologies; ability to develop and maintain secure and reliable electronic systems; and accounting principles, policies, and guidelines may adversely effect the Bank’s current and future operations. The Bank undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise except as otherwise required by law.

For additional information or questions, please contact:

Todd Lewis
President/CFO
Northern California National Bank
(530) 899-4214