PCB Financial Extends Election Form Submission Deadline in Merger with Northern California Bancorp to September 13, 2024

Rhea-AI Summary

PCB Financial Inc. (PCB) and Northern California Bancorp Inc. (NCB) have extended the deadline for submitting Election Forms related to their recent merger to September 13, 2024. This extension allows NCB shareholders more time to choose their preferred form of merger consideration: cash, stock, or a combination. The merger, announced on August 21, 2024, has resulted in NCB and its subsidiary, Monterey County Bank, becoming wholly owned subsidiaries of PCB. The move aims to infuse new capital and enhance banking services for local businesses. Shareholders who don't submit an Election Form by the new deadline will have their compensation determined based on proration and allocation procedures outlined in the merger agreement.

Positive

• Merger completed between PCB Financial and Northern California Bancorp
• Extended deadline for shareholders to submit Election Forms, providing more flexibility
• Potential for enhanced banking services and capabilities for local businesses
• Infusion of new capital into the merged entity

Negative

• None.

COSTA MESA, Calif. and MONTEREY, Calif., Sept. 5, 2024 /PRNewswire/ -- PCB Financial Inc. ("PCB") and Northern California Bancorp Inc. ("NCB") have announced an extension for the submission of Election Forms related to their recent merger. Shareholders of NCB now have until September 13, 2024 to submit their Election Forms through the Depository Trust & Clearing Corporation (DTCC) regarding the form of merger consideration—cash, stock, or a combination of both.

This extension ensures that all shareholders are provided adequate time to make their preferred election regarding the compensation they will receive following the merger of the two companies, which was announced on August 21, 2024. NCB and its wholly owned subsidiary, Monterey County Bank (MCB), are now wholly owned subsidiaries of PCB. The merger is aimed at infusing new capital and enhancing the bank's offerings to local businesses, expanding its capabilities.

"We're committed to giving shareholders every opportunity to participate fully in this process," said Anand Gala, Chairman and CEO of PCB Financial. "Extending the Election Form deadline allows for greater flexibility as we move forward with our plans to grow and support the communities we serve."

Shareholders who do not submit an Election Form by the new deadline will have their merger consideration determined based on proration and allocation procedures as outlined in the merger agreement.

ABOUT NORTHERN CALIFORNIA BANCORP & MONTEREY COUNTY BANK
Northern California Bancorp, Inc. (OTC: NRLB) was publicly traded bank holding company that engaged in commercial banking through its wholly owned subsidiary Monterey County Bank. The bank is the oldest locally owned, locally managed bank in Monterey County, opening its doors in May 1977. It specializes in all aspects of business banking, including being a leading SBA Lender in Monterey County. Monterey County Bank has 4 branches – Monterey, Pacific Grove, Carmel Rancho and Salinas.

ABOUT PCB FINANCIAL, INC 
PCB Financial is a privately held investment firm based in Southern California and made up of several local investors who specialize in corporate turnarounds, banking , finance, restaurants, automotive dealerships, real estate development and agriculture. PCB takes a purposeful approach to its investments with a mission of helping communities thrive.

FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements regarding PCB, NCB, the proposed merger, and the combined company that are 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. These statements involved inherent risks, uncertainties, and contingencies, many of which are difficult to predict and are generally beyond the control of PCB, NCB, MCB and the combined company. We 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. Risks and uncertainties include, but are not limited to: adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; MCB's financial condition may deteriorate resulting in adverse action by regulators with authority over PCB, NCB and/or MCB; the personnel changes/retention might not proceed as planned; and the combined company might not perform as well as expected. Forward-looking statements speak only as of the date they are made.

View original content:https://www.prnewswire.com/news-releases/pcb-financial-extends-election-form-submission-deadline-in-merger-with-northern-california-bancorp-to-september-13-2024-302238706.html

SOURCE PCB Financial Inc.

FAQ

What is the new deadline for NCB shareholders to submit Election Forms for the PCB Financial merger?

The new deadline for NCB shareholders to submit Election Forms for the PCB Financial merger is September 13, 2024.

What options do NCB shareholders have for merger consideration in the PCB Financial deal?

NCB shareholders can choose to receive their merger consideration in the form of cash, stock, or a combination of both in the PCB Financial deal.

When was the merger between PCB Financial and Northern California Bancorp announced?

The merger between PCB Financial and Northern California Bancorp was announced on August 21, 2024.

What happens if NCB shareholders don't submit an Election Form by the deadline?

If NCB shareholders don't submit an Election Form by the deadline, their merger consideration will be determined based on proration and allocation procedures outlined in the merger agreement.