PORTERVILLE, Calif.,
April 24, 2017 /PRNewswire/ -- Sierra
Bancorp (NASDAQ: BSRR), the holding company of Bank of the Sierra,
and OCB Bancorp (OTC: OJCB), parent company of Ojai Community Bank,
announced the signing of a definitive agreement whereby BSRR will
acquire OJCB. The combination solidifies Sierra Bancorp's deposit
market share in Ventura County and
provides an entrée into Santa Barbara
County.
As of December 31, 2016, OJCB had total assets
of $256.6 million, total loans of $209.2 million and
total deposits of $208.4 million. OCB Bancorp is a
locally owned and operated holding company for Ojai Community Bank,
Santa Barbara Community Bank, Ventura Community Bank and Santa
Paula Community Bank. The transaction is expected to close during
the fourth quarter of 2017, subject to customary closing
conditions, including regulatory approvals and OJCB's shareholder
approval. The Boards of Directors of both companies have
unanimously approved the transaction.
Under the agreement, OJCB common shareholders will be entitled
to receive BSRR common stock in this stock-for-stock
transaction. The total aggregate value of the transaction is
approximately $35.7 million or
$14.00 per OJCB common share, subject
to certain adjustments described in the merger agreement. In
combining with Sierra, this represents a highly attractive
transaction for OJCB. For Sierra, this acquisition is expected to
be immediately accretive to earnings per share, and will yield a
tangible book value earnback of less than 4 years and an IRR of
approximately 20%.
Bank President and Chief Executive Officer Kevin McPhaill said, "We are excited about
today's announcement of Ojai Community Bank joining forces with us
and welcome all Ojai employees,
customers and shareholders into the Bank of Sierra
family. Enhancing our presence on the Central Coast fits in
with our long term strategic plan. Adding branches in
Ventura, Ojai and Santa
Barbara increases our commitment to serving those
communities. We have been impressed by Ojai's strong commitment to its communities,
disciplined growth strategies, and success, and look forward
to growing this part of our bank together."
David Brubaker, President and
Chief Executive Officer of OCB Bancorp and Ojai Community Bank,
stated, "We are very pleased to be joining with Bank of the Sierra
and believe this is an excellent opportunity for our shareholders,
customers and employees to realize enhanced value by being part of
a larger financial institution with considerably deeper resources,
operational scale and a steady stream of core earnings. I
really feel that our cultures match very well and our focus on
helping the customer, which is unique to community banking, is core
to their strategy. Our customers will benefit with access to
many more products and services, together with significantly
increased lending capacity, enabling us to meet more of the needs
of our customers and our community."
McPhaill concluded, "This opportunity will enable us to deploy
additional capital through lending opportunities in Ojai, Ventura, Santa
Barbara and nearby communities. Furthermore, we anticipate
this transaction will be very positive for our shareholders."
As of December 31, 2016, Sierra
Bancorp on a pro forma basis with OCB Bancorp would have had total
assets of $2.3 billion, total loans
outstanding of $1.5 billion and total
deposits of $1.9 billion.
Advisors
Sierra Bancorp was advised in the transaction
by Keefe, Bruyette & Woods, A Stifel Company, as
financial advisor and King, Holmes, Paterno & Soriano, LLP as legal
counsel. OCB Bancorp was advised in the transaction by FIG
Partners, LLC, as financial advisor and Loren P. Hansen, APC as legal counsel.
About OCB Bancorp
OCB Bancorp, a locally owned and
operated holding company, was formed in September 2013 as the parent company of Ojai
Community Bank and its divisions, Santa Barbara Community Bank,
Ventura Community Bank and Santa Paula Community Bank. The family
of banks offers a full array of banking products and services to
businesses, professionals, individuals and commercial property
owners.
About Sierra Bancorp & Bank of the Sierra
Sierra
Bancorp is the holding company for Bank of the Sierra
(www.bankofthesierra.com), which is in its
40th year of operations and is the largest
independent bank headquartered in the South San Joaquin
Valley. Bank of the Sierra is a community-centric regional
bank, which offers a full range of retail and commercial banking
services via 34 full-service branches located throughout
California's South San Joaquin Valley and neighboring
communities, on the Central Coast, and in Southern California locations including the
Santa Clara Valley. We also maintain a loan production office
and an online branch, and provide specialized lending services
through an agricultural credit center, a real estate industries
center, and an SBA center.
Forward-Looking Statements
Statements made in this
release, other than those concerning historical financial
information, may be considered forward-looking statements, which
speak only as of the date of this release and are based on current
expectations and involve a number of assumptions. These include
statements as to the anticipated benefits of the merger, including
future financial and operating results, cost savings and enhanced
revenues that may be realized from the merger as well as other
statements of expectations regarding the merger and any other
statements regarding future results or expectations. Each of Sierra
Bancorp and OCB Bancorp intends such forward-looking statements to
be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995 and is including this statement for purposes of these
safe harbor provisions. The companies' respective abilities to
predict results or the actual effect of future plans or strategies
is inherently uncertain. Factors which could have a material effect
on the operations and future prospects of each of Sierra Bancorp
and OCB Bancorp and the resulting company, include but are not
limited to: the businesses of Sierra Bancorp and/or OCB Bancorp may
not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; expected revenue
synergies and cost savings from the merger may not be fully
realized or realized within the expected time frame; revenues
following the merger may be lower than expected; customer and
employee relationships and business operations may be disrupted by
the merger; the ability to obtain required regulatory and
shareholder approvals, and the ability to complete the merger on
the expected timeframe may be more difficult, time-consuming or
costly than expected; changes in interest rates, general economic
conditions, legislative/regulatory changes, monetary and fiscal
policies of the U.S. government, including policies of the U.S.
Treasury and the Board of Governors of the Federal Reserve; the
quality and composition of the loan and securities portfolios;
demand for loan products; deposit flows; competition; demand for
financial services in the companies' respective market areas; their
implementation of new technologies; their ability to develop and
maintain secure and reliable electronic systems; and accounting
principles, policies, and guidelines, and other risk factors
detailed from time to time. Sierra Bancorp and OCB Bancorp
undertake no obligation to update or clarify these forward-looking
statements, whether as a result of new information, future events
or otherwise.
Additional Information about the Proposed Transaction and
Where to Find It
This communication 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 transaction, Sierra Bancorp expects to prepare and file
with the Securities and Exchange Commission a registration
statement on Form S-4 containing, among other things, a joint proxy
statement/prospectus and other documents with respect to the
proposed Merger. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER RELEVANT DOCUMENTS PROVIDED BY SIERRA BANCORP
AND OCB BANCORP IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors may obtain free copies of the joint proxy
statement/prospectus and other relevant documents prepared by
Sierra Bancorp and OCB Bancorp (if and when they become available)
free of charge by contacting Sierra Bancorp or OCB Bancorp.
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SOURCE Sierra Bancorp