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CommerceWest Bank: CommerceWest Bank and Discovery Bancorp Jointly Announce Merger

^{Published on 2009-03-06 05:49:52, Last Modified on 2009-03-06 05:51:22 - Market Wire}
 

IRVINE, CA and SAN MARCOS, CA--(Marketwire - March 6, 2009) - Ivo A. Tjan, Chairman and Chief Executive Officer of CommerceWest Bank (OTCBB: [ CWBK ]), N.A. and Frank J. Mercardante, President and Chief Executive Officer of Discovery Bancorp (OTCBB: [ DVBC ]) and its principal subsidiary, Discovery Bank, jointly announced today that the two financial institutions have executed a definitive merger agreement. This agreement provides for the merger of Discovery Bancorp with and into Discovery Bank and the merger of Discovery Bank with and into CommerceWest Bank, N.A., with CommerceWest Bank, N.A. surviving as the continuing banking operation.

The definitive agreement provides that each outstanding share of Discovery Bancorp will be converted into CommerceWest Bank, N.A. common stock at a fixed exchange ratio of 0.6579 shares. The transaction is subject to shareholder and regulatory approval and other customary conditions. It is expected to be completed during the second or third quarter of 2009.

Mr. Ivo Tjan, CEO of CommerceWest Bank, commented, "We are very pleased to announce the addition of the Discovery Bank franchise to our organization. We are confident that our business model and culture will fit well on a combined basis to continue being a strong financial institution and better serve our clients. Together we will continue to be one of the highest performing banking institutions in Southern California. We will definitely be a solid player on a go forward basis within the market place; with our size, fortress balance sheet and footprint of locations in Southern California. Our combined clients will benefit from our ability to provide a more complete banking experience, while still customizing our products and services, and delivering technology today that is well ahead of our competitors. For example, we are currently the largest deployer of Remote Deposit Solution for Jack Henry in the Western United States and will now increase the number more dramatically when we implement our business plan with our new Discovery Bank team members. The efficiencies, economies of scale and the CommerceWest Bank business model will result in creating immediate and long term shareholder value with accretion to earnings for our combined shareholders. Again, we are excited about our future together and look forward to becoming an even more dynamic, premier performing bank for many years to come."

Mr. Frank Mercardante, CEO of Discovery Bancorp and Discovery Bank stated, "Our Board of Directors believes that this merger is in the best interests of our shareholders, employees and clients. We are pleased to join with CommerceWest Bank. They are a premier performing bank with an exceptional record of serving their clients. CommerceWest Bank will be an outstanding addition to our business community."

Discovery Bank was established in 2001. The Bank had total assets of $171 million, total deposits of $146 million and total loans of $135 million as of December 31, 2008. Discovery Bank is headquartered in San Marcos and has offices in San Marcos at 338 Via Vera Cruz, San Marcos, CA, in Poway at 13436 Poway Road, Poway, CA, and Los Angeles at 707 Wilshire Blvd, Ste 3250, Los Angeles, CA. Discovery Bank is a full service business bank that offers a broad range of loan programs, deposit accounts and financial services. Our goal is to help businesses prosper and grow by taking care of their financial needs.

CommerceWest Bank had over $255 million in assets as of December 31, 2008, and including the fourth quarter of 2008, has had 24 consecutive quarters of profitability. The Bank achieved the following ratings from third party reviews:

 -- Thestreet.com A (excellent) -- The Findley Reports Premier Performing -- BauerFinancial 5 Star (superior) -- Bankrate.com 4 star (sound) 

The Bank is headquartered at 2111 Business Center Drive in Irvine, CA, with Regional Offices in Orange County at 4685 MacArthur Court in Newport Beach, CA, in the Inland Empire at 1611 Pomona Road in Corona, CA, and in Los Angeles at 19300 South Hamilton Avenue in Gardena, CA. The Bank offers a wide range of commercial banking services, including, concierge services, remote deposit solution, full-service internet banking, lines of credit, term loans, commercial real estate lending, SBA lending, full cash management and treasury management.

Mission Statement: CommerceWest Bank will create a complete banking experience for each client, catering to businesses and their specific banking needs, while accommodating our clients and providing them high-quality, low stress and personally tailored banking and financial services. "BANK ON THE DIFFERENCE"

Statements concerning future performance, developments or events, expectations for growth and income forecasts, and any other guidance on future periods, constitute forward-looking statements that are subject to a number of risks and uncertainties. Actual results may differ materially from stated expectations. Specific factors include, but are not limited to, loan production, balance sheet management, expanded net interest margin, the ability to control costs and expenses, interest rate changes, financial policies of the United States government and general economic conditions. The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any forward-looking statements contained in this release to reflect future events or developments.