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California United Bank and California Oaks State Bank Receive Shareholder Approval for Acquisition of California Oaks State Ban

^{Published on 2010-12-10 06:11:39 - Market Wire}
 

ENCINO, Calif.--([ BUSINESS WIRE ])--California United Bank (OTCBB:CUNB) and California Oaks State Bank (OTCBB:COSB) announced today that the shareholders of both banks approved the Agreement and Plan of Merger dated August 24, 2010, as amended (the aMerger Agreementa), at their respective shareholder meetings on December 9, 2010. The Merger Agreement provides for the merger of California Oaks State Bank into California United Bank. Both banks previously announced receipt of all of the necessary regulatory approvals for completion of this transaction.

It is expected that the merger will be completed on or about December 31, 2010. The surviving bank will be California United Bank, based in Encino, California.

The acquisition is valued at approximately $17.3 million, with approximately half that amount being paid in cash and the balance in the form of shares of California United Bank common stock. California Oaks State Bank shareholders will receive approximately $11.35 per share if the transaction closes by December 31, 2010 or $11.30 per share if the transaction closes after December 31, 2010, in the form of stock, cash, or a combination of cash and stock, subject to the election and proration procedures set forth in the merger agreement. The receipt of California United Bank stock by shareholders of California Oaks State Bank is expected to be structured as a tax-free exchange. The number of shares of California United Bank stock received by California Oaks State Bank shareholders will depend on the average closing price of the California United Bank stock for the 20 business day period ending ten days prior to the closing date of the transaction.

About California United Bank

California United Bank, which recently celebrated the fifth anniversary of its opening, provides a full range of financial services, including credit and deposit products, cash management, and internet banking for business, entrepreneurs, professionals and high net worth individuals throughout Southern California from offices in the San Fernando Valley, the Santa Clarita Valley, the Conejo Valley, Los Angeles, South Bay, Glendale/San Gabriel Valley and Orange County. To view California United Banka™s most recent financial information, please visit the Investor Relations section of the Banka™s Web site. Information on products and services may be obtained by calling (818) 257-7700 or visiting the Banka™s Web site at [ www.californiaunitedbank.com ].

About California Oaks State Bank

California Oaks State Bank (OTCBB:COSB) with $136.7 million in assets is located in Ventura County with offices in Thousand Oaks and Simi Valley and a Loan Production Office located in Walnut Creek, California. California Oaks State Bank was founded in 1998 as a locally owned community business bank. The bank provides a full range of products and services including commercial and real estate loans as well as cash management products and deposit services. Its unique capability in diversified lending, in addition to its customary community bank credit products, helps its customers meet their cash management goals. Further information may be obtained at [ www.caloaks.com ].

Forward Looking Statements

Certain statements contained in this release that are not statements of historical fact constitute forward-looking statements for which California United Bank claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995 (the aActa), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the FDIC, in press releases and in oral and written statements made by us or with our approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of our plans, objectives and expectations or those of our management or Boards of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as "believes," "anticipates," "expects," "intends," "targeted," acontinue," "remain," "will," "should," "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements are based on management's knowledge and belief as of today and include information concerning the possible or assumed future financial condition, results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. A number of factors, some of which are beyond our ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. These factors include (1) difficult and adverse conditions in the global and domestic capital and credit markets and the state of California, (2) continued volatility and further deterioration of the capital and credit markets, (3) significant costs or changes in business practices required by new banking laws or regulations, (4) a more adverse than expected decline, a adouble dipa recession, or continued weakness in general business and economic conditions, which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense, (5) changes in market rates and prices which may adversely impact the value of financial products, (6) changes in the interest rate environment and market liquidity which may reduce interest margins and impact funding sources, (7) increased competition, (8) changes in the financial performance and/or condition of the Bank's borrowers, (9) increases in Federal Deposit Insurance Corporation premiums due to market developments and regulatory changes, (10) earthquake, fire, pandemic or other natural disasters, (11) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies, and (12) our success at managing the risks involved in the foregoing.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the statements are made, or to reflect the occurrence of unanticipated events.

For a more complete discussion of these risks and uncertainties, see the California United Banka™s Annual Report on Form 10-K for the year ended December 31, 2009, and particularly Part I, Item 1A, titled "Risk Factors.a

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