Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) ("Pacific Premier"), the
holding company of Pacific Premier Bank, announced today that it has
received the required regulatory approvals from the Board of Governors
of the Federal Reserve System and the California Department of Business
Oversight for its acquisition of Security California Bancorp (OTCQB:
SCAF)(“Security”), the holding company of Security Bank of California, a
Riverside, California-based state-chartered bank (“Security Bank”). The
consummation of the acquisition of Security remains subject to the
approval of the Security shareholders of the acquisition, the approval
by the Pacific Premier shareholders of the issuance of the shares of
Pacific Premier's common stock in connection with the acquisition and
the satisfaction of other closing conditions. Pacific Premier expects
that the Security acquisition will close early in the first quarter of
2016.
Steven R. Gardner, President and Chief Executive Officer of Pacific
Premier, commented, “We are pleased to have received the regulatory
approvals for our acquisition of Security. This is an attractive
opportunity for us to acquire a traditional business banking franchise
which focuses on small and middle market businesses in Southern
California. Security Bank is a high quality business bank, with a strong
credit culture, attractive low-cost core deposit base and business
banking expertise in our core markets.”
About Pacific Premier Bancorp, Inc.
Pacific Premier Bancorp, Inc. is the holding company for Pacific Premier
Bank, one of the largest community banks headquartered in Southern
California. Pacific Premier Bank is a business bank primarily focused on
serving small and middle market business in the counties of Los Angeles,
Orange, Riverside, San Bernardino and San Diego, California. Pacific
Premier Bank offers a diverse range of lending products including
commercial, commercial real estate, construction, residential warehouse
and SBA loans, as well as specialty banking products for homeowners
associations and franchise lending nationwide. Pacific Premier Bank
serves its customers through its 16 full-service depository branches in
Southern California located in the cities of Corona, Encinitas,
Huntington Beach, Irvine, Los Alamitos, Newport Beach, Palm Desert, Palm
Springs, Riverside, San Bernardino, San Diego, Seal Beach and Tustin.
For additional information about Pacific Premier Bank, visit its website
at www.ppbi.com.
About Security California Bancorp
Security California Bancorp is the holding company for Security Bank of
California, which is headquartered in Riverside, California. Security
Bank of California provides a range of banking services to individual
and corporate customers, and operates as a commercial bank offering
loans and depository services to businesses and customers through its
full service branches in the cities of Riverside, San Bernardino,
Redlands, Orange, Palm Desert and Murrieta, and a loan production office
in Irwindale, in Southern California. Riverside also is the location of
Security California Bancorp’s corporate office. For additional
information about Security Bank of California, visit its website at www.securitybankca.com.
Forward Looking Statements
This press release may contain forward-looking statements regarding
Pacific Premier, Pacific Premier Bank and Security and the proposed
acquisition. These statements involve certain risks and uncertainties
that could cause actual results to differ materially from those in the
forward-looking statements. Such risks and uncertainties include, but
are not limited to, the following factors: synergies and other financial
benefits from the acquisition might not be realized within the expected
time frames or at all; the shareholders of Security may fail to approve
the consummation of the acquisition; the shareholders of Pacific Premier
may fail to approve the issuance of the shares of Pacific Premier's
common stock in connection with the acquisition; and the conditions to
the closing of the acquisition may not be satisfied.
Pacific Premier and Security undertake no obligation to revise or
publicly release any revision or update to these forward-looking
statements to reflect events or circumstances that occur after the date
on which such statements were made.
Notice to Security Shareholders
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. In connection with the proposed acquisition
transaction, Pacific Premier filed a registration statement on Form S-4
(the “Registration Statement”) with the Securities and Exchange
Commission ("SEC"), which contains a joint proxy statement of Security
and Pacific Premier and a prospectus of Pacific Premier (collectively,
the “joint proxy statement/prospectus”). After the Registration
Statement is declared by the SEC to be effective, a definitive joint
proxy statement/prospectus will be distributed to the shareholders of
Security in connection with their vote on the proposed acquisition of
Security and to the shareholders of Pacific Premier in connection with
their vote on the issuance of shares of Pacific Premier common stock in
connection with the acquisition of Security. As of the date of this
press release, the Registration Statement has not been declared
effective by the SEC.
SHAREHOLDERS OF SECURITY AND PACIFIC PREMIER ARE ENCOURAGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED ACQUISITION. Investors and security holders will be able to
obtain the documents, including the joint proxy statement/prospectus
free of charge at the SEC's website, www.sec.gov.
In addition, documents filed with the SEC by Pacific Premier will be
available free of charge by (1) accessing Pacific Premier’s website at www.ppbi.com
under the “Investor Relations” link and then under the heading “SEC
Filings,” (2) writing Pacific Premier at 17901 Von Karman Avenue, Suite
1200, Irvine, CA 92614, Attention: Investor Relations or (3) writing
Security at 3403 Tenth Street, Suite 830, Riverside, CA 92501,
Attention: Corporate Secretary.
Pacific Premier’s directors, executive officers and certain other
members of management and employees of Pacific Premier may be deemed to
be participants in the solicitation of proxies from the Pacific Premier
shareholders in respect of the proposed issuance of shares of Pacific
Premier common stock in connection with the acquisition of Security.
Pacific Premier has also engaged D.F. King & Co., Inc. as its proxy
solicitation firm. Information about Pacific Premier’s directors and
executive officers is included in the proxy statement for its 2015
annual shareholders meeting, which was filed with the SEC on April 27,
2015. Security’s directors, executive officers and certain other members
of management and employees of Security may also be deemed to be
participants in the solicitation of proxies in favor of the acquisition
from the shareholders of Security. Security has also engaged Georgeson
as its proxy solicitation firm. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the joint
proxy statement/prospectus regarding the proposed acquisition that will
be mailed to the Pacific Premier and Security shareholders. Free copies
of this document may be obtained as described in the preceding paragraph.
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