CBC BANCORP & BAY COMMUNITY BANCORP ACHIEVE MILESTONE IN PROPOSED MERGER

Rhea-AI Summary

CBC Bancorp and Bay Community Bancorp (OTC Pink: CBOBA) have announced that shareholders of both organizations have approved the proposed acquisition and merger transaction. Under the agreement, CBC Bancorp will acquire Bay Community Bancorp in an all-cash transaction valued at $14.00 per common share of Bay Community Bancorp, subject to certain conditions outlined in the May 20, 2024 Agreement and Plan of Merger.

This shareholder approval marks a significant milestone in completing the transaction. Following the acquisition, Community Bank of the Bay will transition to a privately held bank owned by a number of shareholders, and its shares will no longer be publicly traded. CBB will remain a division of Commercial Bank of California for the long term.

Positive

• Shareholder approval obtained for the merger, a key condition for transaction completion
• All-cash transaction valued at $14.00 per common share of Bay Community Bancorp
• Expansion of CBC Bancorp's market presence across California

Negative

• Bay Community Bancorp (CBOBA) shares will no longer be publicly traded post-acquisition

 Shareholders of Both Organizations Have Approved the Proposed Merger

IRVINE, Calif. and OAKLAND, Calif., Oct. 11, 2024 /PRNewswire/ -- CBC Bancorp, the holding company for Commercial Bank of California (CBC), and Bay Community Bancorp (OTC Pink: CBOBA), the holding company for Community Bank of the Bay (CBB), announce today that shareholders of both organizations have approved the proposed acquisition and merger transaction, under which CBC Bancorp will acquire Bay Community Bancorp in an all-cash transaction valued at valued at $14.00 per common share of Bay Community Bancorp, subject to certain conditions as described in the May 20, 2024 Agreement and Plan of Merger.

"We are grateful for the support of our shareholders in approving this transaction," said Ash Patel, chairman of the board, CEO and president of Commercial Bank of California. "Obtaining shareholder approval was one of the key conditions required to complete the transaction, so with this milestone behind us, we look forward to a timely closing."

The acquisition of Bay Community Bancorp will transition Community Bank of the Bay to a privately held bank owned by a limited number of shareholders, and its shares will no longer be publicly traded. As a privately held bank, CBB will remain a division of Commercial Bank of California for the long term.

"We are excited for our future together and the creation of a purposeful community bank that extends across California," said William Keller, CEO of Community Bank of the Bay.

About Commercial Bank of California
Commercial Bank of California is a full-service bank and diversified financial services company serving the business and professional communities of Los Angeles and Orange counties. Recognized as a BauerFinancial, Inc. "Four-Star Excellent Bank" for its financial strength and stability, CBC provides the financial expertise of a major bank while maintaining a commitment to personalized service for every CBC client. CBC is heavily focused on community reinvestment and has been named one of So Cal's Best Places to Work in 2022 and 2023. For more information, please visit www.cbcal.com.

About Community Bank of the Bay
Bay Community Bancorp (OTCPink: CBOBA) is the parent company of Community Bank of the Bay, a San Francisco Bay Area commercial bank with full-service offices in Oakland, Danville, San Mateo and San Jose. Community Bank of the Bay serves the financial needs of closely held businesses and professional service firms, as well as their owner-operators and non-profit organizations throughout the San Francisco Bay Area. Community Bank of the Bay is a member of the FDIC, an SBA Preferred Lender, and a CDARS depository institution, headquartered in Oakland. It is also California's first FDIC-insured certified Community Development Financial Institution. The bank is recognized for establishing the Bay Area Green Fund to provide financing to sustainable businesses and projects and supports environmentally responsible values. Additional information on the bank is available online at www.BankCBB.com.

This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein may constitute forward-looking statements. Although Commercial Bank of California believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from Commercial Bank of California's expectations include fluctuations in interest rates, inflation, government regulations, and economic conditions and competition in the geographic and business areas in which Commercial Bank of California conducts its operations.

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SOURCE CBC Bancorp

FAQ

What is the acquisition price for Bay Community Bancorp (CBOBA) in the merger with CBC Bancorp?

CBC Bancorp will acquire Bay Community Bancorp (CBOBA) in an all-cash transaction valued at $14.00 per common share, subject to certain conditions outlined in the May 20, 2024 Agreement and Plan of Merger.

Will Bay Community Bancorp (CBOBA) remain a public company after the merger with CBC Bancorp?

No, following the acquisition, Community Bank of the Bay (CBB) will transition to a privately held bank owned by a number of shareholders, and its shares will no longer be publicly traded.

What is the significance of the shareholder approval for the CBC Bancorp and Bay Community Bancorp (CBOBA) merger?

Shareholder approval was one of the key conditions required to complete the transaction. This milestone brings the companies closer to finalizing the merger and creates a path for a timely closing.

How will Community Bank of the Bay operate after the merger with CBC Bancorp?

After the acquisition, Community Bank of the Bay will remain a division of Commercial Bank of California for the long term, operating as a privately held bank.