CU Bancorp (NASDAQ:CUNB)
today announced that on November 30, 2014, it completed its previously
announced acquisition of 1st Enterprise Bank (OTCQB:FENB)
through the merger of 1st Enterprise Bank with and into
California United Bank, the wholly-owned subsidiary of CU Bancorp.
The acquisition, which was first announced on June 3, 2014, was
concluded following receipt of shareholder approval for the transaction
from the shareholders of CU Bancorp and 1st Enterprise Bank and all
required regulatory approvals. As of September 30, 2014, 1st
Enterprise Bank had $801 million in assets and CU Bancorp had $1.5
billion in assets. As of September 30, 2014, on a pro forma combined
basis with 1st Enterprise Bank, CU Bancorp had approximately
$2.3 billion in assets.
David I. Rainer, Chairman and CEO of CU Bancorp and California United
Bank, commented, “The transaction creates a regional community bank with
a four-county presence in Southern California. The combined company has
a strong banking franchise in one of the largest metropolitan markets in
the country along with excellent credit quality and core deposits.
Customers of both institutions will benefit from the enhanced expertise
and products which will be available.
“Our new headquarters in Downtown Los Angeles is symbolic of our
dedication to the business community of the Los Angeles / Orange County
metropolitan area, and is based in the heart of that business community.”
K. Brian Horton, former President of 1st Enterprise Bank who
joined CU Bancorp as a director and as President of CU Bancorp and
California United Bank, noted, “The combination is a very positive event
for the shareholders, customers and employees of both institutions. Our
team is excited about the business opportunities and client services
which will result from the merger of 1st Enterprise Bank and
California United Bank. We have a combined management group dedicated to
providing our target market with a high level of personal service and
products.”
In the transaction, each share of 1st Enterprise Bank common
stock was converted into the right to receive 1.345 shares of CU Bancorp
common stock. CU Bancorp is issuing an aggregate of approximately 5.2
million shares of CU Bancorp common stock to 1st Enterprise
Bank shareholders. Based on the closing price of CU Bancorp’s common
stock on November 28, 2014 of $19.60 per share (and without giving
effect to any Dissenting Shares), the aggregate consideration payable to
1st Enterprise Bank common shareholders is approximately $112
million.
Former holders of 1st Enterprise Bank common stock as a group
received shares of CU Bancorp common stock in the transaction
constituting approximately 32% of the outstanding shares of CU Bancorp
common stock immediately after the close of the transaction. As a
result, holders of CU Bancorp common stock immediately prior to the
transaction, as a group, own approximately 68% of the outstanding shares
of the CU Bancorp common stock immediately after the close of the
transaction. In addition, holders of options to acquire 1st
Enterprise Bank common stock will have the right to exercise options to
purchase approximately 819,858 shares of CU Bancorp common stock.
CU Bancorp also issued 16,400 shares of Non-Cumulative Perpetual
Preferred Stock, Series A (“CUNB Preferred Stock”) in exchange for
shares of Non-Cumulative Perpetual Preferred Stock, Series D of 1st
Enterprise Bank (“1st Enterprise Preferred Stock”). These
shares of CUNB Preferred Stock were issued to the U.S. Department of the
Treasury as the holder of all outstanding shares of 1st Enterprise
Preferred Stock.
Four former members of the 1st Enterprise Bank Board of
Directors, David C. Holman, K. Brian Horton, Charles R. Beauregard and
Jeffrey J. Leitzinger, Ph.D. will join the CU Bancorp and California
United Bank Boards of Directors, replacing retiring CU Bancorp
Directors, Kenneth Bernstein and Robert Matranga. In addition Anne
Williams, CU Bancorp and California United Bank’s Executive Vice
President and Chief Operating Officer / Chief Credit Officer has stepped
down from the CU Bancorp Board of Directors but will continue to serve
on the California United Bank Board of Directors.
About CU Bancorp and California United Bank
CU Bancorp is the parent of California United Bank. Founded in 2005,
California United Bank provides a full range of financial services,
including credit and deposit products, cash management, and internet
banking to businesses, non-profits, entrepreneurs, professionals and
investors throughout Southern California from its headquarters office in
Downtown Los Angeles and additional full-service offices in the San
Fernando Valley, the Santa Clarita Valley, the Conejo Valley, Simi
Valley, Los Angeles, South Bay, Orange County and the Inland Empire.
California United Bank is an SBA Preferred Lender. To view CU Bancorp’s
most recent financial information, please visit the Investor Relations
section of the Company’s Web site. Information on products and services
may be obtained by calling 818-257-7700 or visiting the Company’s Web
site at www.cunb.com.
Forward-Looking Statements
This press release contains certain forward-looking information about CU
Bancorp (the “Company) that is intended to be covered by the safe harbor
for “forward-looking statements” provided by the Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact are forward-looking statements. Such statements involve
inherent risks and uncertainties, many of which are difficult to predict
and are generally beyond the control of the Company. Forward-looking
statements speak only as of the date they are made and we assume no duty
to update such statements. We caution readers that a number of important
factors could cause actual results to differ materially from those
expressed in, implied or projected by, such forward-looking statements.
Risks and uncertainties include, but are not limited to: lower than
expected revenues; credit quality deterioration or a reduction in real
estate values could cause an increase in the allowance for credit losses
and a reduction in net earnings; increased competitive pressure among
depository institutions; the Company’s ability to complete future
acquisitions, successfully integrate acquired entities, or achieve
expected beneficial synergies and/or operating efficiencies within
expected time-frames or at all; the possibility that personnel changes
will not proceed as planned; the cost of additional capital is more than
expected; a change in the interest rate environment reduces net interest
margins; asset/liability repricing risks and liquidity risks; legal
matters could be filed against the Company and could take longer or cost
more than expected to resolve or may be resolved adversely to the
Company; general economic conditions, either nationally or in the market
areas in which the Company does or anticipates doing business, are less
favorable than expected; environmental conditions, including natural
disasters and drought, may disrupt our business, impede our operations,
negatively impact the values of collateral securing the Company’s loans
and leases or impair the ability of our borrowers to support their debt
obligations; the economic and regulatory effects of the continuing war
on terrorism and other events of war; legislative or regulatory
requirements or changes adversely affecting the Company’s business;
changes in the securities markets; regulatory approvals for any capital
activities cannot be obtained on the terms expected or on the
anticipated schedule; and, other risks that are described in CU
Bancorp’s public filings with the U.S. Securities and Exchange
Commission (the “SEC”). If any of these risks or uncertainties
materializes or if any of the assumptions underlying such
forward-looking statements proves to be incorrect, CU Bancorp’s results
could differ materially from those expressed in, implied or projected by
such forward-looking statements. CU Bancorp assumes no obligation to
update such forward-looking statements. For a more complete discussion
of risks and uncertainties, investors and security holders are urged to
read CU Bancorp’s Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and other reports filed by CU Bancorp with the SEC. The documents
filed by CU Bancorp with the SEC may be obtained at CU Bancorp’s website
at www.cubancorp.com
or at the SEC’s website at www.sec.gov.
These documents may also be obtained free of charge from CU Bancorp by
directing a request to: CU Bancorp c/o California United Bank, 15821
Ventura Boulevard, Suite 100, Encino, CA 91436. Attention: Investor
Relations. Telephone 818-257-7700.
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