Major Shareholder Intends to Exercise Dissenter Rights Over Pacific Enterprise Bancorp’s Flawed and Ill-Conceived Merger with BayCom Corp

Rhea-AI Summary

Shaul Kopelowitz, holding approximately 9.9% of Pacific Enterprise Bancorp (OTC: PEBN), plans to vote against the proposed merger with BayCom Corp (BMCL) at the special meeting on December 13, 2021. He argues that the merger consideration is insufficient, citing a $3.30 per share discount to book value and a 26.2% discount to PEBN's share price. Kopelowitz believes shareholders could realize between $23.18 and $30.56 per share if they exercise their dissenters' rights, and he remains open to constructive dialogue with management.

Positive

• Potential realization of $23.18 to $30.56 per share if dissenters' rights are exercised.

Negative

• Proposed merger offers a $3.30 per share discount to book value.
• Transaction represents a 26.2% discount to current share price.

Reiterates Vote AGAINST the Proposed Deal, Which Would Deprive Shareholders of Significant Value

Intends to Sell Shares at Fair Value if Merger Is Approved

NEW YORK--(BUSINESS WIRE)-- Shaul Kopelowitz, who holds approximately 9.9% of the outstanding common shares of Pacific Enterprise Bancorp (OTC: PEBN) ("PEBN" or the "Company"), today expressed his intent to exercise his dissenter rights in the event that the proposed merger with BayCom Corp ("BMCL") is approved by shareholders. As publicly stated, Mr. Kopelowitz will vote AGAINST the proposed merger at the upcoming special meeting of shareholders to be held at 1:00pm ET on December 13, 2021.

Mr. Kopelowitz commented:

“I continue to believe that the merger consideration offered by BCML is wholly insufficient compared to the fair market value for PEBN and would incur a significant loss of value for the Company's shareholders. On the day of the announcement, the proposed transaction represented a $3.30 per share discount to the Company's book value and a 26.2% discount to PEBN's share price.

I encourage other shareholders to seek advice from counsel on how to exercise their rights under the California statute that protects dissenting shareholders. I believe that shareholders can realize between 1.10–1.45x book value ($23.18–$30.56 per share) if they choose to exercise their dissenters' rights in the event that this egregious value-destroying merger is approved.

In exercising my dissenter rights, my sole intention is to allow for BCML to walk away from proposed merger in an honorable manner, without any liability with regard to the merger agreement. Under the proposed deal, BCML can elect not to close if more than 10% of shareholders are deemed dissenting shareholders.

Importantly, I remain open to engaging with PEBN's management in a constructive manner to discuss a path forward that can create enduring value for all shareholders."

View source version on businesswire.com: https://www.businesswire.com/news/home/20211213005261/en/

MKA

Bela Kirpalani, 646-386-0091

bkirpalani@mkacomms.com

Source: MKA Communications on behalf of Shaul Kopelowitz

FAQ

What is Shaul Kopelowitz's stance on the PEBN merger with BMCL?

Shaul Kopelowitz intends to vote against the merger and exercise his dissenters' rights.

When is the special meeting for PEBN shareholders regarding the merger?

The special meeting is scheduled for December 13, 2021, at 1:00 PM ET.

How does Kopelowitz view the merger consideration offered by BMCL?

Kopelowitz believes the merger consideration is insufficient and would result in significant shareholder value loss.

What financial implications does Kopelowitz mention regarding the merger?

He notes a $3.30 per share discount to book value and a 26.2% discount to PEBN's share price.