RBAZ Bancorp, Inc. Closing of Asset Sale and Stock Transfer Records

Rhea-AI Summary

RBAZ Bancorp (OTCPK: RBAZ) has received all necessary regulatory approvals to complete the sale of substantially all assets and liabilities of Republic Bank of Arizona to Pima Federal Credit Union. The Asset Sale, originally announced on May 16, 2024, is expected to close on May 2, 2025.

Following the closure, RBAZ will initiate the voluntary dissolution of Republic Bank and RBAZ, distributing net assets and cash proceeds to shareholders through multiple distributions. The first distribution is planned shortly after the Asset Sale closing, with the final distribution occurring during RBAZ's dissolution.

After the Asset Sale closes, RBAZ will delist from the OTC Pink Market and close its stock transfer records. Shareholders will need to surrender their stock certificates and submit transmittal documents to receive distributions through Computershare Trust Company.

Positive

• All regulatory approvals obtained for the Asset Sale
• Shareholders to receive multiple cash distributions from sale proceeds
• Expansion into high-growth Phoenix metro market

Negative

• Company will be dissolved following Asset Sale
• Stock will be delisted from OTC Pink Market
• Trading of shares will cease after Asset Sale closure

PHOENIX, March 17, 2025 (GLOBE NEWSWIRE) -- RBAZ Bancorp, Inc. (OTCPK: RBAZ) (“RBAZ”), the holding company of Republic Bank of Arizona, an Arizona state bank (“Republic Bank”), today announced that all necessary regulatory approvals have been obtained to complete the sale of substantially all of the assets and liabilities (the “Asset Sale”) of Republic Bank to Pima Federal Credit Union (“Pima Federal”) under the Purchase and Assumption Agreement, dated as of May 16, 2024 (the “Purchase Agreement”), by and among RBAZ, Republic Bank and Pima Federal. RBAZ shareholders also have approved the Purchase Agreement and the transactions contemplated thereby. RBAZ expects to close the Asset Sale on May 2, 2025, subject to the satisfaction of customary closing conditions under the Purchase Agreement.

“We are pleased to have received all necessary regulatory approvals to move ahead to closing on our transaction announced May 16, 2024,” said Alan Sparks, Chairman of RBAZ and Republic Bank. “This is another significant milestone in completing this transformational business combination. We are excited about the expansion of Pima Federal’s product offerings in the high-growth metro market of Phoenix and look forward to bringing these two strong companies together to deliver service excellence to our customers and communities across our market.”

“We’re excited this step in the process has been completed,” said Mr. Sparks. “As we have said all along, Pima Federal’s like-minded culture and customer approach are an ideal fit for our team, along with the customers and communities we serve. This partnership will allow us to continue delivering the products, services and expertise they expect and deserve. This is a great outcome for our shareholders, as well.”

After the closing of the Asset Sale, RBAZ will begin the process of voluntarily dissolving Republic Bank and RBAZ, and distributing RBAZ’s net assets, including the net cash proceeds from the Asset Sale, to the shareholders of RBAZ. RBAZ anticipates making two or more distributions to the shareholders, with the first occurring shortly after the closing of the Asset Sale and the final occurring as soon as practicable in connection with the final dissolution of RBAZ. The actual timing of the distributions will be based on the closing of the Asset Sale and the satisfaction of conditions to the dissolution of Republic Bank and RBAZ.

RBAZ intends to cause its common stock to no longer trade or be quoted on the OTC Pink Market after the closing of the Asset Sale. RBAZ anticipates closing its stock transfer records at the same time. Thereafter, RBAZ common stock will represent only the right to receive distributions.

After the closing of the Asset Sale, RBAZ shareholders will receive transmittal documents from RBAZ’s transfer agent, Computershare Trust Company, N.A. RBAZ shareholders must surrender their stock certificate(s) (if applicable) and return the transmittal documents to receive the distributions.

About RBAZ Bancorp, Inc.

RBAZ Bancorp, Inc. was established on June 10, 2021 as a single-bank holding company for its Arizona state-chartered bank subsidiary, Republic Bank of Arizona. The Company is traded over-the-counter as RBAZ.

About Republic Bank of Arizona

Republic Bank of Arizona is a locally owned, community bank in Phoenix, Scottsdale and Gilbert, Arizona. RBAZ is a full service, community bank providing deposit and loan products and convenient, online and mobile banking to individuals, businesses and professionals. The Bank was established in April 2007 and is headquartered at 645 E. Missouri Avenue, Suite 108, Phoenix, AZ. Additional branches are located at 7373 N. Scottsdale Road, Suite A-195, Scottsdale, AZ and 1417 W. Elliot Road, Gilbert, AZ. The Bank is the wholly-owned subsidiary of RBAZ Bancorp, Inc. For further information, please visit our web site: www.republicbankaz.com.

Forward-Looking Statements

Certain statements contained in this press release may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “might,” “will,” “would,” “could,” or “intend.” Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors – many of which are beyond the control of RBAZ – could cause actual conditions, events or results to differ materially from those anticipated, discussed, projected, expressed or implied by forward-looking statements. We caution you not to place undue reliance on the forward-looking statements contained in this press release. Factors that could cause actual results to differ materially from the expectations of RBAZ and Republic Bank include the nature and amount of the liabilities remaining at RBAZ and Republic Bank following the proposed Asset Sale, including material federal income tax liabilities, the results of any litigation involving RBAZ and Republic Bank, and the amount of costs and expenses associated with dissolving RBAZ and Republic Bank, all of which must be satisfied or provided for before RBAZ may distribute its residual assets to its shareholders. Forward-looking statements speak only as of the date they are made. RBAZ and Republic Bank do not undertake any obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.

Contact:   Brian Ruisinger
President and Chief Executive Officer
Phone: (602) 280-9404
Email: bruisinger@republicaz.com

FAQ

When will RBAZ Bancorp complete its Asset Sale to Pima Federal Credit Union?

The Asset Sale is expected to close on May 2, 2025, subject to customary closing conditions.

How will RBAZ shareholders receive their distributions after the Asset Sale?

Shareholders must surrender stock certificates and submit transmittal documents from Computershare Trust Company to receive multiple distributions.

What happens to RBAZ stock after the Asset Sale closes?

RBAZ will delist from OTC Pink Market and close stock transfer records. Shares will only represent right to receive distributions.

When will RBAZ shareholders receive their distributions from the Asset Sale?

Multiple distributions are planned, with the first occurring shortly after the Asset Sale closing and final distribution during RBAZ's dissolution.