FNB Bancorp, parent company of First National Bank of Northern California, and America California Bank (ACB) have announced their signing of an agreement and plan of reorganization and merger whereby FNB will acquire ACB in an all-cash transaction.
Under the terms of the agreement, the holders of ACB common stock and preferred stock will receive cash in the amount of $10.60 per share, or approximately $21,510,000.
The transaction has been unanimously approved by the FNB Bancorp Board of Directors and the ACB Board of Directors and is expected to close during the third quarter of 2015, subject to the receipt of all required regulatory approvals and the satisfaction of other customary closing conditions, including the approval of ACB shareholders.
Each member of the ACB Board of Directors has agreed to vote all of his shares of ACB stock in favor of the transaction and to recommend that all other ACB shareholders also vote in favor of the transaction at a special meeting to be convened for that purpose.
Certain other ACB shareholders and their related interests are expected to vote in favor of the transaction pursuant to the informal commitments they have provided to the ACB Board of Directors.
FNB Bancorp expects the transaction to contribute approximately $1.9 million, net of tax, during the 2016 calendar year on an asset base of approximately $134 million.
One-time expenses related to this transaction are expected to be approximately $2 million, net of tax. The estimated acquisition expenses will be recorded by FNB Bancorp and First National Bank of Northern California when the transaction closes.
Net loans of America California Bank as of December 31, 2014 were approximately $92 million. Total deposits as of December 31, 2014 were approximately $99 million.
"We are proud to be able to bring together the resources, talents, customers, and service cultures of America California Bank with First National Bank of Northern California. America California Bank and First National Bank of Northern California are both long standing, local banks that understand their communities, their customer needs and have developed products and services to be able to meet those needs for over four decades. The uniting of America California Bank with First National Bank of Northern California will complement the organic expansion of our branch system that is already underway," stated Tom McGraw, CEO of FNB Bancorp and First National Bank of Northern California.
Charles Wang, Chairman and Chief Executive Officer of America California Bank, stated, "America California Bank has built a culture of providing quality customer service to our customers. Our knowledgeable, experienced local bankers know the local marketplace well and spend the time necessary to get to know the financial needs of our customers and design products and services to meet those needs. We are excited about the opportunity to join forces with First National Bank of Northern California, for they are committed to a similar customer service emphasis. Together, our combined banks will have the talent and the resources to provide our customers with what they need, when they need it."