CLOVIS, Calif.--(BUSINESS WIRE)--July 19, 2004--Central Valley
Community Bancorp (NASDAQ:CVCY), a bank holding company headquartered
in Clovis, California, and Bank of Madera County, headquartered in
Oakhurst, California jointly announced today that a definitive merger
agreement has been signed by both parties. Under the terms of the
agreement, Bank of Madera County, with branches in Oakhurst and
Madera, will merge with Central Valley Community Bancorp's sole
subsidiary, Central Valley Community Bank, upon regulatory approval
and acceptance by Bank of Madera County shareholders, both of which
are anticipated to be completed in the fourth quarter of 2004.
Under the merger agreement, Bank of Madera County shareholders
will receive a total of approximately $12,400,000 in cash and stock,
representing $6,200,000 in cash and 261,053 in shares of Central
Valley Community Bancorp common stock. Bank of Madera County
shareholders will have the right to elect to receive all stock or all
cash. Those choosing stock will be given first consideration and, if
requests for stock exceed availability, those requests will be cut
back on a pro rata basis and cash substituted. Should the Bank of
Madera County shareholders' requests for cash exceed $6,200,000, the
cash will be cut back on a pro rata basis and replaced with a portion
of Central Valley Community Bancorp stock.
Central Valley Community Bancorp reported assets at June 30, 2004
in excess of $350 million with Bank of Madera County reporting over
$60 million in assets during the same period.
Central Valley Community Bank projects that the acquisition will
be profitable within the first year of combined operations.
Bank of Madera County will become the first acquisition for
Central Valley Community Bancorp. Both banking institutions are
well-known for their excellent customer service and community support,
which will not change as a result of the merger. The Central Valley
Community Bancorp and Central Valley Community Bank directors and
management team, led by Daniel J. Doyle, president and CEO, will
continue to lead the combined team of professional bankers.
"The nation has seen a continuing trend in bank consolidations
through mergers and acquisitions in recent years. Few of these "bank
marriages" promise a better fit than the marriage between Bank of
Madera County and Central Valley Community Bancorp. Bank of Madera
County's quality service standards, philosophies and corporate culture
are consistent with Central Valley Community Bank, making them a great
addition to the communities we serve," stated Fred H. Brylka, chairman
of the board and CEO of Bank of Madera County.
"Over the past five years, Bank of Madera County's rapid and
successful growth has provided community banking service of the
highest caliber to residents and businesses in Madera County. Central
Valley Community Bank has likewise effectively and profitably grown
through branch expansion in the Central Valley and the improvement of
banking products and services to meet customer demands. The
combination of both banks creates a unique opportunity to enhance
shareholder value by utilizing a strong capital base to effectively
manage continued growth, through the expansion of customer service
capabilities supported by an expanded team of highly qualified banking
professionals," Brylka said.
"Once approved, the merger will allow Central Valley Community
Bank to further accommodate a growing customer base in Madera County.
It will also provide Bank of Madera County customers with more
convenient locations in the Central Valley, as well as offer new
advancement and geographic opportunities for their employees," stated
Daniel J. Doyle, president and CEO of Central Valley Community Bancorp
and Central Valley Community Bank. "This acquisition represents
another step in our long term strategy to increase presence along the
Highway 99 corridor and the foothills."
"We are excited to add Bank of Madera County employees to our team
of professional community bankers who are focused on providing a full
array of competitive financial services to meet the needs of
businesses, professionals, agribusiness and consumers in the Central
Valley and foothill regions," concluded Doyle.
Central Valley Community Bancorp trades on the NASDAQ stock
exchange under the symbol CVCY. Central Valley Community Bank,
headquartered in Clovis, California, was founded in 1979 and is the
sole subsidiary of Central Valley Community Bancorp. When the merger
is complete, the Bank will operate nine full-service offices in
Clovis, Fresno, Madera, Oakhurst, Prather, Kerman and Sacramento, plus
Real Estate Lending, SBA Lending and Agribusiness Lending Departments.
Investment services are also provided by Investment Centers of
America. Members of Central Valley Community Bancorp's and the Bank's
Board of Directors are: Daniel N. Cunningham (Chairman), Sidney B.
Cox, Edwin S. Darden, Jr., Daniel J. Doyle, Steven D. McDonald, Louis
McMurray, Wanda L. Rogers, William S. Smittcamp, and Joseph B.
Weirick.
More information about Central Valley Community Bancorp and
Central Valley Community Bank can be found at www.cvcb.com and
additional information about Bank of Madera County can be found at
www.bankmadera.com.
Forward Looking Statement: This news release includes
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange
Act of 1934, as amended and Central Valley Community Bancorp and Bank
of Madera County intend for 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.
These forward-looking statements describe the companies' expectations
regarding future events and developments, including Central Valley
Community Bancorp's projections regarding future profitability. Future
events are difficult to predict, and the expectations described above
are necessarily subject to risk and uncertainty that may cause actual
results to differ materially and adversely. In addition, discussions
about risks and uncertainties are set forth from time to time in
Central Valley Community Bancorp's publicly available Securities and
Exchange Commission filings. The companies undertake no obligation to
publicly revise these forward-looking statements to reflect subsequent
events or circumstances.
The proposed transaction will be submitted to Bank of Madera's
shareholders for their consideration, and Central Valley Community
Bancorp and Bank of Madera County will file a registration statement,
a joint proxy statement/prospectus and other relevant documents
concerning the proposed transaction with the SEC. Shareholders are
urged to read the registration statement and the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available and any other relevant documents filed with the SEC,
as well as any amendments or supplements to those documents, because
they will contain important information. After it is filed with the
SEC, the proxy statement/prospectus will be available for free, both
on the SEC web site (http://www.sec.gov) and from Central Valley
Community Bancorp and Bank of Madera County.
CONTACT: Cohen Communications
Debbie Nalchajian-Cohen, 559-222-1322
SOURCE: Central Valley Community Bancorp