Pacific City Financial Corporation Announces Merger With North Asia Investment Corporation
12 Janeiro 2010 - 11:00AM
PR Newswire (US)
LOS ANGELES, Jan. 12 /PRNewswire-FirstCall/ -- Pacific City
Financial Corporation (OTC:PFCF) (BULLETIN BOARD: PFCF) ("Pac
City") and North Asia Investment Corporation (NYSE Amex: NHR)
("NAIC") today jointly announced that they have entered into an
Agreement and Plan of Reorganization (the "Agreement"), pursuant to
which NAIC will merge with and into Pac City (the "Merger").
Completion of the transaction is subject to customary conditions,
including receipt of all required regulatory approvals and approval
of stockholders of each of Pac City and NAIC. (Logo:
http://www.newscom.com/cgi-bin/prnh/20100112/AQ36058LOGO) Pac City
is a bank holding company, headquartered in Los Angeles,
California, that conducts its operations through Pacific City Bank,
a California state-chartered bank. As of September 30, 2009, Pac
City had total assets of $534 million and total equity of $54
million, including $16 million of preferred equity under the TARP
program. NAIC is a special purpose acquisition company incorporated
in the Cayman Islands with $50 million of cash-in-trust. The senior
management of Pac City will remain in their respective management
positions following the Merger. In addition, Thomas C. Kang, Chief
Executive Officer of NAIC, is expected to become Chairman of Pac
City's Board of Directors (the "Board"). Jung Chan Chang, Chief
Executive Officer of Pac City, commented, "We are extremely pleased
to announce the proposed transaction, which brings the significant
capital base of NAIC, as well as the board oversight and expertise
of Thomas Kang, for the benefit of Pac City. The management and
Board of Directors of Pac City have built a solid franchise, and we
look forward to expanding our platform and enhancing our leadership
in the Korean-American banking sector on behalf of all of our
shareholders." "We are very pleased to announce the proposed merger
with Pac City," said Thomas C. Kang, Chief Executive Officer of
NAIC. "NAIC has reviewed approximately 200 potential transactions,
and Pac City stood out as a unique investment opportunity for our
shareholders. Pac City will allow our shareholders to participate
in the expected recovery of the Southern California economy as well
as the dynamic Korean-American banking sector. We believe the
capital of NAIC will complement Pac City's strong management to
create a premier bank in Southern California. I am also personally
honored to be a nominee for the Chairman of the combined entity. If
elected, I will use my varied experiences in the financial services
industry, both in the U.S. and Korea, to assist Pac City in its
goals of becoming a leading bank and expanding beyond the
Korean-American community." Under the terms of the Agreement, NAIC
shall be merged with and into Pac City, the separate corporate
existence of NAIC shall cease, and Pac City shall continue as the
surviving corporation in the Merger. Shareholders and warrant
holders of NAIC immediately prior to the effective time of the
Merger will become shareholders or warrant holders of Pac City upon
consummation of the Merger. In connection with the Merger, Pac City
will issue to the shareholders of NAIC up to a total of 18,461,538
common shares (representing 70.6% of the total Pac City shares to
be outstanding after the Merger) for all of the ordinary shares of
NAIC upon closing of the Merger, based upon an exchange ratio of
3.0769 shares of Pac City common stock for each ordinary share of
NAIC. The final number of Pac City common shares to be issued may
be reduced to reflect any conversions or purchases of public shares
by NAIC in connection with the Merger. Also, the number of Pac City
shares to be issued in connection with the Merger has been reduced
to reflect the voluntary conversion of 769,231 Pac City shares that
would have been issued to NAIC's founders in exchange for 250,000
of their NAIC ordinary shares (representing 20% of the founders'
NAIC ordinary shares) into 769,231 Pac City warrants in order to
reduce the number of shares outstanding after the Merger. These Pac
City warrants that will be issued to NAIC's founders will have a
strike price of $3.25 per share of Pac City common stock and be
immediately exercisable after the Merger. In addition, Pac City
will issue 22,938,462 warrants to purchase Pac City common stock
with a strike price of $2.44 per share for the 7,455,000 NAIC
warrants outstanding (comprised of the sponsors' warrants and the
warrants held by the public) with a strike price of $7.50 that are
callable at $13.75. NAIC's securities will no longer trade or be
outstanding after the consummation of the Merger. Pac City will
seek to have its common stock and warrants listed on the NYSE Amex,
which currently lists NAIC's ordinary shares and warrants, upon
consummation of the Merger. Upon consummation of the Merger,
certain of the current directors and executive officers of Pac City
as well as Thomas C. Kang will become subject to a lock-up
agreement that will restrict the sale of any Pac City common shares
owned by them for a period of six months. Upon the consummation of
the Merger, Pac City's Board will be comprised of seven members, of
which a majority will be deemed to be independent as required by
the listing requirements of the NYSE Amex. Pac City will be
entitled to designate five directors to the Board. NAIC will be
entitled to designate the Chairman of the Board. It is expected
that Pac City will designate five existing directors of Pac City
(including its CEO) to serve as directors and NAIC has indicated it
will designate Thomas C. Kang to serve as Chairman of the Board,
subject to the approval of the shareholders of Pac City at the
meeting of shareholders to be called to vote on the Merger. It is
expected that the nominee for the seventh director of Pac City will
be selected jointly by Pac City and NAIC and will not be a present
or former director, officer or employee of either company. The
Board of Pacific City Bank will remain the same. The consummation
of the Merger is subject to the review and the declaration of
effectiveness of the registration statement by the Securities and
Exchange Commission ("SEC"), the approval of the Merger by Pac
City's shareholders, the approval of the Merger by NAIC's
shareholders, and other customary closing conditions. Esae Capital
Partners, LLC served as financial advisor to Pac City in connection
with the transaction. PGP Capital Advisors, LLC served as financial
advisor to NAIC in connection with the transaction. Stuart Moore is
serving as legal counsel for Pac City. Graubard Miller and White
& Case LLP are serving as legal counsel for NAIC. About Pacific
City Financial Corporation Pac City is a bank holding company,
headquartered in Los Angeles, California, that conducts its
operations through Pacific City Bank (the "Bank"), a California
state-chartered bank. The Bank provides a full range of consumer
and business banking services, including accepting deposits into
checking and various types of interest-bearing deposit accounts
while also originating a full range of commercial, industrial, real
estate, Small Business Administration and consumer loans. The Bank,
founded initially to meet the banking needs of the Korean-American
community, now provides services to diverse ethnic communities in
Southern California through seven branch offices in Los Angeles and
Orange counties. In addition, the Bank maintains four loan
production offices in San Francisco, CA, Dallas, TX, Annandale, VA,
and Seattle, WA. About North Asia Investment Corporation NAIC is a
special purpose acquisition company incorporated in the Cayman
Islands. NAIC was formed to acquire, or acquire control of, one or
more operating businesses through a merger, stock exchange, stock
purchase, asset acquisition, reorganization or other similar
business combination. NAIC has neither engaged in any operations
nor generated any revenue to date. Pac City intends to file a
registration statement on Form S-4 that will contain a proxy
statement/prospectus with the SEC, and NAIC intends to file a proxy
statement, in each case that will contain a proxy
statement/prospectus to be used in connection with the Merger.
Shareholders of NAIC are urged to read the proxy
statement/prospectus when it becomes available because it will
contain important information. Such persons can also read NAIC's
final prospectus, dated July 23, 2008, its annual report on Form
20-F for the fiscal year ended June 30, 2009 (the "Annual Report",
the Form 6-K that NAIC will file in the next several days which
will attach a copy of the Agreement) and other reports as filed
with the SEC, for a description of the security holders of NAIC's
officers and directors and their affiliates and their other
respective interests in the successful consummation of the Merger.
The definitive proxy statement/prospectus will be mailed to
shareholders of record as of a record date to be established for
voting on the Merger. Free copies of these documents can also be
obtained, when available, at the SEC's internet site
(http://www.sec.gov/). NAIC, Pac City and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies for the special meeting of NAIC's
shareholders to approve the Merger. Information about NAIC's
directors and executive officers is available in its Annual Report.
Additionally, the underwriters in NAIC's initial public offering
may assist NAIC in these efforts. The underwriters are entitled to
receive deferred underwriting compensation upon completion of the
proposed transaction. Additional information regarding the
interests of potential participants will be included in the proxy
statement and the registration statement and other materials to be
filed by NAIC and Pac City with the SEC. This press release shall
not constitute a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the Merger. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1033, as amended. Forward-Looking Statements This press
release may contain forward-looking statements. Forward-looking
statements are statements that are not historical facts. Such
forward-looking statements, which are based upon the current
beliefs and expectations of the management of Pac City and NAIC,
are subject to risks and uncertainties, which could cause actual
results to differ from the forward-looking statements. The
following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements:
changing interpretations of generally accepted accounting
principles, continued compliance with government regulations,
changing legislation or regulatory environments, requirements or
changes affecting the business in which Pac City is and will be
engaged, management of rapid growth, intensity of competition,
general economic conditions, as well as other relevant risks
detailed in NAIC's filings with the SEC and the filings to be made
by Pac City with the SEC. The information set forth herein should
be read in light of such risks. Neither Pac City nor NAIC assumes
any obligation to update the information contained in this release.
http://www.newscom.com/cgi-bin/prnh/20100112/AQ36058LOGO
DATASOURCE: Pacific City Financial Corporation CONTACT: Haeyoung
Cho of Pacific City Financial Corporation, +1-213-210-2011; or
Clara Kim of North Asia Investment Corporation, 822 2198 3330
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