CWBC Community West Bancshares New

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):  February 8, 2024

 

COMMUNITY WEST BANCSHARES

(Exact Name of Registrant as Specified in its Charter)

 

California		000-23575		77-0446957
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
445 Pine Avenue, Goleta, CA 93117
(Address of principal executive office, including zip code)
(805) 692-5821
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered under Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CWBC	NASDAQ

 

 

Introductory Note

 

On February 8, 2024, Community West Bancshares, a California corporation (the “Company”), held a special meeting of shareholders (the “Special Meeting”) in connection with the Agreement and Plan of Reorganization and Merger, dated as of October 10, 2023 (the “Merger Agreement”), by and between the Company and Central Valley Community Bancorp, a California corporation (“Central Valley”) and the transactions contemplated by the Merger Agreement, including the merger of the Company with and into Central Valley, with Central Valley surviving the merger (the “Merger”).

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Special Meeting, the Company’s shareholders considered certain matters related to the Merger, each of which is described in more detail in the joint proxy statement/prospectus of the Company and Central Valley, dated January 5, 2024 (the “Joint Proxy Statement/Prospectus”). At the close of business on December 18, 2023, the record date of the Special Meeting, there were 8,836,858 shares of Company common stock outstanding. At the Special Meeting, the holders of 6,120,415 shares of Company common stock were represented in person or by proxy, constituting a quorum.

 

The vote results of the matters presented at the Special Meeting are set forth below:

 

Item 1 – Approval of the Merger Agreement. A proposal to approve the principal terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger of the Company with and into Central Valley, with Central Valley surviving the Merger, and the cancellation of each outstanding share of Company common stock, other than any excluded shares, in exchange for the right to receive 0.7900 of a share of Central Valley common stock, subject to the terms in the Merger Agreement, as described in the Joint Proxy Statement/Prospectus.

 

Votes For	Votes Against	Abstentions
5,922,145	186,334	11,936

 

Item 2 – Advisory Proposal to Approve Merger-Related Compensation. A proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of the Company in connection with the transactions contemplated by the Merger Agreement.

 

Votes For	Votes Against	Abstentions
5,004,693	1,038,141	77,581

 

Item 3 – Grant of Discretionary Authority to Adjourn Meeting. To consider and vote upon a proposal to grant discretionary authority to adjourn the Special Meeting if necessary or appropriate in the judgment of the Company board of directors to solicit additional proxies or votes in favor of the approval of the principal terms of the Merger Agreement and the transactions contemplated thereby, including the Merger.

 

Votes For	Votes Against	Abstentions
5,804,901	120,663	194,851

 

 

Item 7.01. Regulation FD Disclosure.

 

On February 9, 2024, the Company issued a press release announcing the voting results of the Special Meeting and the results of the Special Meeting of Central Valley shareholders held on February 8, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

 

The information included or incorporated in Item 7.01 of this current report, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit Number	Description
99.1	Press Release dated February 9, 2024, titled “Central Valley Community Bancorp and Community West Bancshares Announce Receipt of Shareholder Approval for Merger”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	COMMUNITY WEST BANCSHARES
	/s/ Richard Pimentel
	Richard Pimentel
	Executive Vice President – Chief
	Financial Officer

Date: February 9, 2024

 

 

 

  

FOR IMMEDIATE RELEASE

 

 

 

CENTRAL VALLEY COMMUNITY BANCORP AND COMMUNITY WEST BANCSHARES ANNOUNCE RECEIPT OF SHAREHOLDER APPROVAL FOR MERGER

 

 

Fresno and Goleta, California…February 9, 2024…Central Valley Community Bancorp (Central Valley), (NASDAQ: CVCY), headquartered in Fresno, California, together with its banking subsidiary, Central Valley Community Bank (CVCB) and Community West Bancshares (Community West), (NASDAQ: CWBC), parent company of Community West Bank (CWB), headquartered in Goleta, California, announced today that shareholders of both companies approved the merger of Community West with and into Central Valley, with Central Valley as the resulting company, and Community West Bank with and into Central Valley Community Bank at special meetings held on February 8, 2024.

 

Additionally, all required regulatory approvals have been received for the merger and the closing of the transaction is expected to be completed as of April 1, 2024, subject to certain other customary closing conditions. Following the closing of the merger, the resulting company will assume the name Community West Bancshares, and Central Valley Community Bank will assume the name Community West Bank to reflect the expanded territory of the combined company. The conversion of all operational systems is expected to be completed in the third quarter of 2024.

 

Based on financial results as of September 30, 2023, the combined company will have approximately $3.6 billion in total assets and 27 banking centers located in Central California.

 

“Shareholder approval from both banks confirms their confidence in the merger and brings us one step closer to uniting our two great organizations,” stated James J. Kim, President and CEO of Central Valley Community Bancorp and Central Valley Community Bank. “We are proud of our 44-year history of financial performance, and equally proud to have Community West Bank’s team joining our team to expand service in Central California. Together, we look forward to providing enhanced professional employee development opportunities and the highest standards of service to our valued clients and the communities we are so fortunate to support.”

 

“We believe the future is bright for Community West Bank as a combined organization with

- more -

 

Central Valley Community Bancorp and Community West Bancshares – Page 2

 

Central Valley Community Bank. The shared values, corporate cultures and impressive history of both banks will bring greater opportunity to shareholders, clients, employees and the community,” stated Martin E. Plourd, CEO and Director of Community West Bancshares and Community West Bank.

 

About Central Valley Community Bancorp

 

Central Valley Community Bancorp trades on the NASDAQ stock exchange under the symbol CVCY. Central Valley Community Bank (CVCB), headquartered in Fresno, California, was founded in 1979 and is the banking subsidiary of Central Valley Community Bancorp. CVCB operates 20 full-service Banking Centers throughout California’s San Joaquin Valley and Greater Sacramento region, in addition to CVCB maintaining Commercial, Real Estate and Agribusiness Lending, as well as Private Banking and Cash Management Departments.

 

Members of Central Valley Community Bancorp’s and CVCB’s Board of Directors are:

Daniel J. Doyle (Chairman), Daniel N. Cunningham (Vice Chairman), F. T. “Tommy” Elliott, IV, Robert J. Flautt, Gary D. Gall, James J. Kim, Andriana D. Majarian, Steven D. McDonald, Louis McMurray, Karen A. Musson, Dorothea D. Silva and William S. Smittcamp. More information about Central Valley Community Bancorp and Central Valley Community Bank can be found at www.cvcb.com. Also, visit Central Valley Community Bank on Twitter, Facebook and LinkedIn.

 

About Community West Bancshares

 

Community West Bancshares is a financial services company with headquarters in Goleta, California. The Company is the holding company for Community West Bank, the largest publicly traded community bank (by assets) serving California’s Central Coast area of Ventura, Santa Barbara and San Luis Obispo Counties. Community West Bank has seven full-service California branch banking offices in Goleta, Santa Barbara, Santa Maria, Ventura, San Luis Obispo, Oxnard and Paso Robles. The principal business activities of the Company are relationship banking, manufactured housing lending and government guaranteed lending.

 

###

 

 

Central Valley Community Bancorp Investor Contact:	Media Contact:
Shannon Livingston	Debbie Nalchajian-Cohen
Central Valley Community Bank	Central Valley Community Bank
(916) 235-4617 or (559) 289-8470 cell	(559) 222-1322 or (559) 281-1312 cell

 

Community West Bancshares Investor Contact:
Richard Pimentel
Community West Bank
(805) 692-4410

 

- more -

Central Valley Community Bancorp and Community West Bancshares - Page 3

 

Forward-Looking Statements – This press release contains certain forward-looking information about Central Valley, Community West, and the combined company after the close of the merger and 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, uncertainties, and contingencies, many of which are difficult to predict and are generally beyond the control of Central Valley, Community West and the combined company. Central Valley and Community West caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by Central Valley and Community West with the SEC, risks and uncertainties for each institution and the combined institution include, but are not limited to, conditions to the closing of the merger may not be satisfied; the expected business expansion may be less successful as projected; the integration of each party’s management, personnel and operations may not be successfully achieved or may be materially delayed or may be more costly or difficult than expected, deposit attrition, customer or employee loss and/or revenue loss as a result of the announcement of the proposed merger, and expenses related to the proposed merger may be greater than; and other risk factors described in documents filed by Central Valley and Community West with the SEC. All forward-looking statements included in this press release are based on information available at the time of this press release. We are under no obligation to (and expressly disclaim any such obligation to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.

 

 

v3.24.0.1

Cover	Feb. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 08, 2024
Entity File Number	000-23575
Entity Registrant Name	COMMUNITY WEST BANCSHARES
Entity Central Index Key	0001051343
Entity Tax Identification Number	77-0446957
Entity Incorporation, State or Country Code	CA
Entity Address, Address Line One	445 Pine Avenue
Entity Address, City or Town	Goleta
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93117
City Area Code	(805)
Local Phone Number	692-5821
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CWBC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---