Pacific Premier Bancorp Announces Receipt of Regulatory Approvals for Acquisition of Heritage Oaks Bancorp
21 Março 2017 - 7:00AM
Business Wire
Pacific Premier Bancorp, Inc. (NASDAQ: PPBI), 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 Heritage
Oaks Bancorp (NASDAQ: HEOP) (“Heritage Oaks”), the holding company
of Heritage Oaks Bank. The consummation of the acquisition of
Heritage Oaks remains subject to the approval of the Heritage Oaks
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 Heritage Oaks acquisition will close late in the first
quarter or early in the second quarter of 2017.
Steve R. Gardner, Chairman, President and Chief Executive
Officer of Pacific Premier Bancorp, commented, “We are pleased to
have received all of the required regulatory approvals for our
acquisition of Heritage Oaks. We believe that the combination of
Pacific Premier and Heritage Oaks will create one of the most
attractive commercial banks in California with significant
opportunities to enhance the banking experience for our customers
and drive increased value for our shareholders.”
About Pacific Premier Bancorp, Inc.
Pacific Premier Bancorp, Inc. is the holding company for Pacific
Premier Bank, one of the largest banks headquartered in Southern
California with $4.0 billion in assets. Pacific Premier Bank is a
business bank primarily focused on serving small and middle market
businesses in the counties of Los Angeles, Riverside, San
Bernardino and San Diego, California. Pacific Premier Bank offers a
diverse range of lending products including commercial, commercial
real estate, construction, and SBA loans, as well as specialty
banking products for homeowners associations and franchise lending
nationwide. Pacific Premier Bank serves its customers through its
15 full-service depository branches in Southern California located
in the cities of Corona, Encinitas, Huntington Beach, Irvine, Los
Alamitos, Murrieta, Newport Beach, Palm Desert (2), Palm Springs,
Redlands, Riverside, San Bernardino (2), and San Diego.
Forward-Looking Comments
The statements contained herein that are not historical facts
are forward-looking statements based on management’s current
expectations and beliefs concerning future developments and their
potential effects on the Company. Such statements involve inherent
risks and uncertainties, many of which are difficult to predict and
are generally beyond the control of the Company. There can be no
assurance that future developments affecting the Company will be
the same as those anticipated by management. The Company cautions
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. These risks and
uncertainties include, but are not limited to, the following: the
strength of the United States economy in general and the strength
of the local economies in which we conduct operations; the effects
of, and changes in, trade, monetary and fiscal policies and laws,
including interest rate policies of the Board of Governors of the
Federal Reserve System; inflation, interest rate, market and
monetary fluctuations; the timely development of competitive new
products and services and the acceptance of these products and
services by new and existing customers; the willingness of users to
substitute competitors’ products and services for the Company’s
products and services; the impact of changes in financial services
policies, laws and regulations (including the Dodd-Frank Wall
Street Reform and Consumer Protection Act) and of governmental
efforts to restructure the U.S. financial regulatory system;
technological changes; the effect of acquisitions that the Company
may make, if any, including, without limitation, the failure to
achieve the expected revenue growth and/or expense savings from its
acquisitions; changes in the level of the Company’s nonperforming
assets and charge-offs; any oversupply of inventory and
deterioration in values of California real estate, both residential
and commercial; the effect of changes in accounting policies and
practices, as may be adopted from time-to-time by bank regulatory
agencies, the Securities and Exchange Commission (“SEC”), the
Public Company Accounting Oversight Board, the Financial Accounting
Standards Board or other accounting standards setters; possible
other-than-temporary impairment of securities held by us; changes
in consumer spending, borrowing and savings habits; the effects of
the Company’s lack of a diversified loan portfolio, including the
risks of geographic and industry concentrations; ability to attract
deposits and other sources of liquidity; changes in the financial
performance and/or condition of our borrowers; changes in the
competitive environment among financial and bank holding companies
and other financial service providers; unanticipated regulatory or
judicial proceedings; and the Company’s ability to manage the risks
involved in the foregoing. Additional factors that could cause
actual results to differ materially from those expressed in the
forward-looking statements are discussed in the 2016 Annual Report
on Form 10-K of Pacific Premier Bancorp, Inc. filed with the SEC
and available at the SEC’s Internet site (http://www.sec.gov).
The Company specifically disclaims any obligation to update any
factors or to publicly announce the result of revisions to any of
the forward-looking statements included herein to reflect future
events or developments.
Notice to Heritage Oaks Bancorp and
Pacific Premier 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
of Heritage Oaks by Pacific Premier. Pacific Premier filed a
registration statement on Form S-4 (The "Registration
Statement") with the SEC. The registration statement contains a
joint proxy statement/prospectus. The Registration Statement was
declared by the SEC to be effective on February 27, 2017, and a
definitive joint proxy statement/prospectus was distributed to the
shareholders of Heritage Oaks and the Pacific Premier in connection
with the respective special meetings of Heritage Oaks and the
Pacific Premier shareholders and their respective votes concerning
the acquisition.
SHAREHOLDERS OF HERITAGE OAKS AND PACIFIC PREMIER ARE ENCOURAGED
TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, AS WELL AS SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The
definitive joint proxy statement/prospectus was mailed to
shareholders of Pacific Premier and Heritage Oaks. Investors and
security holders are able to obtain the documents, including the
definitive 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 to Pacific
Premier at 17901 Von Karman Avenue, Suite 1200, Irvine,
CA 92614, Attention: Investor Relations or (3) writing
Heritage Oaks at 1222 Vine Street, Paso Robles, CA 93446,
Attention: Corporate Secretary.
The Pacific Premier 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
acquisition. Pacific Premier has also engaged D.F. King &
Co., Inc. as its proxy solicitation firm. Information about
the Pacific Premier directors and executive officers is included in
the proxy statement for its 2016 annual meeting, which was filed
with the SEC on April 27, 2016. The Heritage Oaks directors,
executive officers and certain other members of management and
employees of Heritage Oaks may also be deemed to be participants in
the solicitation of proxies in favor of the acquisition from the
shareholders of Heritage Oaks. Heritage Oaks has also engaged Okapi
Partners LLC 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 definitive joint proxy statement/prospectus regarding
the proposed acquisition when it becomes available. Free copies of
this document may be obtained as described in the preceding
paragraph.
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version on businesswire.com: http://www.businesswire.com/news/home/20170321005554/en/
Pacific Premier Bancorp, Inc.Steven R. GardnerChairman,
President and CEO949-864-8000orRonald J. Nicolas, Jr.Senior
Executive Vice President & CFO949-864-8000
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