FOR IMMEDIATE RELEASE
Merger to create approximately $425 million Central Valley franchise
Suncrest Bank partnering with Castle Creek Capital
Visalia, CA and Fresno, CA – Suncrest Bank (OTCQX: SBKK) and Security First Bank (OTCPink: SFRK) today announced that they have entered into a definitive agreement whereby Security First Bank will merge with and into Suncrest Bank in a cash and stock deal, valued at $18.1 million, based on a per share valuation of Suncrest Bank stock of $8.25. Under the terms of the agreement, shareholders of Security First Bank can elect to receive either 1.21212 shares of Suncrest Bank common stock or $10.00 in cash for each share of Security First Bank common stock they hold, subject to an overall 50% stock and 50% cash split. The transaction combines two local community banks with strong customer relationships in their respective markets of Visalia and Fresno, and approximately $425 million in combined assets. The merger is subject to customary closing conditions, including the receipt of all regulatory approvals and the approval of the shareholders of Security First Bank.
In addition, Suncrest Bank also announced today that, subject to customary closing conditions, Castle Creek Capital Partners VI, L.P. will be making an investment of $5.6 million to acquire 678,788 shares of common stock of the bank at $8.25 per share, with the proceeds being used both to support the merger and future organic growth.
Suncrest Bank is headquartered in Visalia, CA, with approximately $320 million in total assets at June 30th, 2016 and operates four branches located in Visalia, Porterville, Yuba City and Kingsburg. Security First Bank is headquartered in Fresno, CA, operating one branch with approximately $105 million in total assets at June 30th, 2016. The combined bank will continue to operate all five branches under the Suncrest Bank name, offering increased lending capacity, an expanded product set, and the same outstanding level of customer service. Suncrest Bank President and CEO, Mr. Ciaran McMullan will continue as the President and CEO of the combined bank following the completion of the merger, and Security First Bank President and CEO, Mr. Steve Jones will join the newly combined organization as its Chief Operating Officer.
"We are delighted to be partnering with another local community bank who shares our deep commitment to customer service and community involvement, and who has a proven ability to execute on its strategic plan", said Steve Jones, President and CEO of Security First. "We are equally delighted for our shareholders and customers who will benefit from the combination of our two organizations", added Jones.
Ciaran McMullan, President and CEO of Suncrest Bank said, "I and the entire leadership group at Suncrest are excited by the opportunity to work with the Security First Bank team, and to help them build on the successes they have already achieved". McMullan added, "We are particularly pleased to be adding Steve Jones to our team, as he brings a unique combination of real, hands-on community banking leadership experience together with substantial big bank experience in M&A and systems conversion and integration".
Upon completion of the transaction, one Director from the Security First Bank Board will join the Board of the newly combined bank with the majority of the remaining Security First Bank Directors forming a new local market advisory Board, thereby ensuring continued local leadership in the Fresno market.
The Directors of Suncrest Bank and Security First Bank have unanimously approved the merger agreement and agreed to vote all shares of SBKK and SFRK owned or controlled by them, for approval of the merger agreement and merger.
MJC Partners, LLC acted as financial advisor and delivered a fairness opinion to the Board of Directors of Security First Bank. Grady & Associates served as legal counsel to Security First Bank. King, Holmes, Paterno & Soriano, LLP served as legal counsel to Suncrest Bank. In addition, MJC Partners, LLC acted as placement agent in conjunction with the offering by Suncrest Bank.
About Suncrest Bank
Suncrest Bank, member FDIC, is locally owned and operated and offers a full range of commercial, small business and agribusiness loans, cash management services and personal deposit products throughout the Central Valley of California. It is regularly rated Five Stars by Bauer Financial as one of the nation's strongest financial institutions, and in 2015 for the second straight year, was named in the top 200 Healthiest Banks in America by analysis firm, DepositAccounts.com. It is a Preferred Lender with the Small Business Administration and its stock can be purchased on the open market, trading on the OTCQX under the ticker symbol SBKK. For all other information, visit www.suncrestbank.com
About Security First Bank Founded in 2007 by local investors, Security First Bank is devoted to providing superior banking products and services at competitive rates while maintaining personal banking relationships. Security First Bank's primary goal is to help businesses be more successful, productive and efficient by providing personal one on one service, financial expertise and the latest banking technology. Security First Bank is a solid and secure financial institution that puts the customer first and works hard to deliver exceptional results. Additional information can be found at www.securityfirstfresno.com.
Forward Looking Statements
Except for the historical information in this news release, the matters described herein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties that could cause actual results to differ materially. Such risks and uncertainties include: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and charge-offs, results of examinations by our banking regulators, our ability to maintain adequate levels of capital and liquidity, our ability to manage loan delinquency rates, our ability to price deposits to retain existing customers and achieve low-cost deposit growth, manage expenses and lower the efficiency ratio, expand or maintain the net interest margin, mitigate interest rate risk for changes in the interest rate environment, competitive pressures in the banking industry, access to available sources of credit to manage liquidity, the local and national economic environment, and other risks and uncertainties. Accordingly, undue reliance should not be placed on forward-looking statements. These forward-looking statements speak only as of the date of this release. Suncrest Bank undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. Investors are encouraged to read the Suncrest Bank annual reports which are available on our website.