California United Bank and Premier Commercial Bancorp Announce Execution of a Definitive Agreement of Merger

ENCINO, Calif.--(BUSINESS WIRE)-- The Boards of Directors of San Fernando Valley headquartered California United Bank (OTCBB:CUNB) and Orange County based Premier Commercial Bancorp (OTCBB: PCBP) announced today that the companies entered into a merger agreement providing for California United Bank or a holding company to be formed for California United Bank (“CU Bancorp”), to acquire Premier Commercial Bancorp and its subsidiary Premier Commercial Bank.

The acquisition is valued at approximately $38.1 million, with the consideration being paid in the form of common stock of a bank holding company to be established, subject to regulatory and shareholder approval, for California United Bank. At September 30, 2011, California United Bank had total assets of $791.7 million, total deposits of $671.9 million, total loans of $465.1 million and eight offices; Premier Commercial Bancorp had assets of $450 million, total deposits of $386 million, net loans of $307 million and two offices. Upon completion of the transaction, California United Bank will have over $1.2 billion in assets, over $1 billion in deposits and over $772 million in loans. The transaction is expected to be immediately accretive to the combined entity’s earnings per share, excluding one-time transaction expenses. This is the second merger transaction by six year old California United Bank which acquired California Oaks State Bank in December 2010.

California United Bank intends to continue to operate both of Premier Commercial Bank’s branches in Anaheim and Newport Beach/Irvine as full-service branches. The California United Bank Orange County Loan Production Office will be combined with the Premier Commercial BankNewport Beach/Irvine branch. At close, California United Bank will operate eight full-service branches; located in the San Fernando Valley, Santa Clarita Valley, Los Angeles, the South Bay, Conejo Valley, Simi Valley, Anaheim and Newport Beach/Irvine; and one commercial lending office located in Glendale/San Gabriel Valley.

The merger has been approved by the Boards of Directors of all parties. The transaction is subject to approval by bank regulatory authorities and the shareholders of California United Bank, CU Bancorp and Premier Commercial Bancorp, as well as other customary conditions. The bank holding company formation for CU Bancorp is also subject to approval by bank regulatory authorities and the shareholders of California United Bank. The transaction is expected to close in the second quarter of 2012.

“The combination of CUNB and PCBP will create a strong banking presence in the Southern California Market, allowing us to reach additional clients and provide additional products, including SBA lending,” said David Rainer, President and Chief Executive Officer of California United Bank. “We have always believed that Orange County presents significant opportunities for our middle-market focused business lending. We are pleased that PCBP Chairman and CEO Kenneth Cosgrove and Board member Robert Matranga will be joining our Board of Directors and assisting us as we partner with Premier Commercial Bank and its talented staff. We believe the strategic opportunities of this transaction are extremely attractive. The combination is expected to create one of the largest independent banks headquartered in Southern California and presents significant prospects for our communities, employees and shareholders. The merger with PCBP, which includes two full-service branches in Orange County, is a logical step in our strategy to achieve critical mass by expanding in local and adjacent markets with attractive demographics and to continue to build franchise value for our new and current shareholders.”

“Premier Commercial Bank has a history of strong credit quality and a tradition of relationship banking which will combine well with California United Bank’s commitment to these same values,” concluded Rainer.

“We believe this is a considerable opportunity for our customers and employees and offers our shareholders not only an excellent value but provides them with the ability to participate in the long-term growth opportunity of our combined franchise,” commented Kenneth Cosgrove, Chairman and Chief Executive Officer of Premier Commercial Bancorp and Premier Commercial Bank, N.A. “The capabilities of a larger institution will enable us to better penetrate our markets and expand our menu of services. California United Bank has built a strong franchise and we look forward to being a part of its future. I am pleased to be continuing on the Board of Directors of the combined company after the merger.”

The merger will be immediately preceded by the formation of CU Bancorp as a bank holding company for California United Bank. Premier Commercial Bank will be merged with and into California United Bank, with California United Bank and its California state banking charter surviving.

Premier Commercial Bancorp shareholders will receive 3,721,442 shares of CU Bancorp Stock which approximates a one for one exchange of shares. The value of California United Bank stock as of December 8, 2011 was $10.25 per share. Adjustment of the number of shares will occur upon certain changes in the market value of California United Bank stock. The receipt of CU Bancorp stock by shareholders of Premier Commercial Bancorp is expected to be structured as a tax-free exchange.

Both banks have been active in their communities with philanthropic activities. Among the charities they support are: The Boys and Girls Club of the West Valley, Casa Pacifica, Carousel Ranch, St. Joseph Hospital Foundation, Semper Fi Fund, Boys and Girls Club of Stanton and the Cystic Fibrosis Foundation. Both banks have received the coveted “Outstanding” rating from their bank regulators for performance under the Community Reinvestment Act (CRA).

Hovde Financial, Inc. acted as financial advisor to California United Bank and rendered a fairness opinion to the California United Bank Board of Directors. The Findley Group acted as financial advisor to Premier Commercial Bancorp and Vining Sparks rendered a fairness opinion to the Board of Directors of Premier Commercial Bancorp in conjunction with this transaction. Horgan, Rosen, Beckham & Coren acted as outside legal counsel to California United Bank and Gary Steven Findley and Associates acted as counsel for Premier Commercial Bancorp.

About California United Bank

California United Bank, which recently celebrated the sixth anniversary of its opening, provides a full range of financial services, including credit and deposit products, cash management, and internet banking for business, entrepreneurs, professionals and high net worth individuals throughout Southern California from offices in the San Fernando Valley, the Santa Clarita Valley, the Conejo Valley, Simi Valley, Los Angeles, South Bay, Glendale/San Gabriel Valley and Orange County. To view California United Bank’s most recent financial information, please visit the Investor Relations section of the Bank’s Web site. Information on products and services may be obtained by calling (818) 257-7700 or visiting the Bank’s Web site at www.cunb.com.

About Premier Commercial Bancorp

Premier Commercial Bancorp (OTCBB: PCBP) is the parent and bank holding company for Premier Commercial Bank, N.A. Premier Commercial Bank with $450 million in assets is located in Orange County with offices in Anaheim and Newport Beach/Irvine. Premier Commercial Bank was founded in 2001 as a locally owned community business bank. The bank provides a full range of products and services including commercial, real estate and SBA loans as well as cash management products and deposit services to businesses, entrepreneurs, professionals and the hospitality industry. Its unique capability in diversified lending, in addition to its customary community bank credit products, helps its customers meet their cash management goals. Further information may be obtained at www.pcboc.com.

Additional Information About the Transaction for Stockholders

In connection with the bank holding company formation and the proposed merger with Premier Commercial Bancorp, CU Bancorp will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement that will include a joint proxy statement of CU Bancorp, California United Bank and Premier Commercial Bancorp that also constitutes a prospectus of CU Bancorp. California United Bank, CU Bancorp and Premier Commercial Bancorp will each mail the proxy statement/prospectus to their respective stockholders. Investors and security holders are urged to read the proxy statement/prospectus regarding the proposed merger when it becomes available, as well as any amendments or supplements to those documents, because it will contain important information. You may obtain a free copy of the proxy statement/prospectus (when available) and other related documents filed by CU Bancorp or California United Bank by writing to California United Bank, 15821 Ventura Boulevard, Suite 100, Encino, CA 91436, Attention: Corporate Secretary. The proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing California United Bank’s website at www.cunb.com under the tab “Investor Relations” and then under the heading “Filings”.

CU Bancorp, California United Bank, Premier Commercial Bancorp and Premier Commercial Bank, N.A. and their directors, and executive officers may be deemed to be participants in the solicitation of proxies from their shareholders in connection with the proposed merger. Information about the directors and executive officers of CU Bancorp, California United Bank and Premier Commercial Bancorp will be set forth in the proxy statement /prospectus relating to the merger when it becomes available. Information about California United Bank’s directors and executive officers is available in its Annual Report on Form 10-K and Form 10-KA for the year ended December 31, 2010, which were filed with the Federal Deposit insurance Corporation on March 14, 2011 and April 29, 2011, respectively, and its notice of annual meeting and proxy statement for its most recent annual meeting, which was filed with the FDIC on . These documents are available at www.cunb.com under the Investor Relations tab.

This communication does not constitute an offer of any securities for sale.

Forward Looking Statements

Certain statements contained in this release that are not statements of historical fact constitute forward-looking statements for which the Bank claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the FDIC or the SEC, in press releases and in oral and written statements made by us or with our approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of our plans, objectives and expectations or those of our management or Boards of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as "believes," "anticipates," "expects," "intends," "targeted," "continue," "remain," "will," "should," "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements are based on management's knowledge and belief as of today and include information concerning the possible or assumed future financial condition, results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. A number of factors, some of which are beyond our ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. These factors include (1) difficult and adverse conditions in the global and domestic capital and credit markets and the state of California, (2) continued volatility and further deterioration of the capital and credit markets, (3) significant costs or changes in business practices required by new banking laws or regulations, (4) a more adverse than expected decline, a “double dip” recession, or continued weakness in general business and economic conditions, which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense, (5) changes in market rates and prices which may adversely impact the value of financial products, (6) changes in the interest rate environment and market liquidity which may reduce interest margins and impact funding sources, (7) increased competition, (8) changes in the financial performance and/or condition of the Bank's borrowers, (9) increases in Federal Deposit Insurance Corporation premiums due to market developments and regulatory changes, (10) earthquake, fire, pandemic or other natural disasters, (11) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies, and (12) our success at managing the risks involved in the foregoing.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the statements are made, or to reflect the occurrence of unanticipated events.

For a more complete discussion of these risks and uncertainties, see the California United Bank’s Annual Report on Form 10-K for the year ended December 31, 2010, and particularly Part I, Item 1A, titled "Risk Factors.”

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California United BankDavid I. Rainer, President and CEO (818) 257-7776 / [email protected]Karen Schoenbaum, CFO (818) 257-7791 / [email protected]
or
Premier Commercial BancorpKenneth Cosgrove, Chairman and CEO (714) 978-3700 / [email protected]

Source: California United Bank and Premier Commercial Bancorp