Acquisition Will Mark TCB's Entrance Into the Attractive Greater Los Angeles Metropolitan Area and USA Market
Key Highlights of the Proposed Transaction:
TAIPEI, Taiwan and CITY OF INDUSTRY, Calif., Sept. 30, 2022 /PRNewswire/ -- Taichung Commercial Bank Co., Ltd., Taipei, Taiwan ("TCB"), announced today that it has entered into a definitive merger agreement with American Continental Bancorp, the bank holding company of American Continental Bank (collectively referred to herein as the "Company"), whereby TCB will acquire the Company in a cash transaction valued at approximately $82.1 million or approximately $41.48 per share calculated as of June 30, 2022. The actual cash consideration will be determined at closing based upon a multiple of 1.83 times adjusted book value of the Company at closing after subtracting costs of the transaction and other items.
American Continental Bank, a commercial bank based in the City of Industry, California, had total assets of $324.4 million, total gross loans of $245.7 million, and total deposits of $271.3 million as of June 30, 2022. Principally serving the Chinese-American communities in the City of Industry and surrounding communities located in Los Angeles, Orange, Riverside, and San Bernardino Counties, American Continental Bank has 5 branches located in City of Industry, Alhambra, Chino Hills, Arcadia (State of California), and Bellevue (State of Washington), and loan production offices located in Bellevue, Washington, Fremont, California, and in Carrollton, Texas, offering commercial real estate loans, SBA loans, construction loans, land loans, apartment loans, general commercial loans and residential housing loans, and other business banking services.
"We are very pleased to announce this transaction with American Continental Bank, which enables us to expand the TCB franchise to the attractive Los Angeles, Washington, and Texas markets and serve its large community of Asian-Americans," said Mr. David Jia, President of TCB. "American Continental is an excellent cultural fit with TCB, which had total assets of $26.240 billion as of June 30, 2022 based upon the exchange ratio at that time between the New Taiwan Dollar and the USD, as we have complementary business models, strong residential mortgage loan production platforms, and a focus on the Chinese-American market."
Mr. Jia added, "We are excited to be entering the Los Angeles, Washington, and Texas markets and intend to open new branches in the United States. We believe that this transaction will position us well for continued growth of the TCB franchise and the creation of value for our shareholders in the years ahead."
"We are very excited to be joining the TCB family," said Mr. Terry Lou, President and Chief Executive Officer of the Company. "TCB's focus on high engagement client service, disciplined underwriting standards, strong asset quality and commitment to employee development aligns well with American Continental's culture and provides me great confidence for the future of the combined organization."
Under the terms of the definitive agreement, TCB will pay to the Company's shareholders approximately $82.1 million in cash based upon calculations prepared as of June 30, 2022. The actual cash consideration will be determined at closing based upon a multiple of 1.83 times adjusted book value of the Company at closing after subtracting costs of the transaction and other items. The transaction is expected to close in early first quarter of 2023 and is subject to TCB obtaining all of the regulatory approvals as well as other customary closing conditions.
Janney Montgomery Scott LLC is serving as financial advisor to the Company and Loren P. Hansen, APC is acting as the Company's legal counsel. PricewaterhouseCoopers Financial Advisory Taiwan Ltd. is serving as financial advisor to TCB and PricewaterhouseCoopers Legal Taiwan is acting as TCB's legal counsel.
American Continental Bancorp is a community-based bank holding company headquartered in the City of Industry, California. The Company has total assets of $324.4 million. Its wholly-owned subsidiary, American Continental Bank, is a full service commercial bank, which provides business banking services to the Chinese-American communities in Los Angeles, Orange, Riverside, and San Bernardino Counties in California, and in Bellevue, Washington. Bank services include remote deposit, E-banking, commercial and investor real estate loans, business loans and lines of credit, SBA 7A and 504 loans, 1-4 single family residential loans, and a full range of depository account products and services. The Bank has three branches in Los Angeles County, one branch in San Bernardino County, one branch in Bellevue, Washington, and three loan offices in Bellevue, Washington, Fremont, California, and Carrollton, Texas. The Company's head office is located at 17700 Castleton Street, Suite 100, City of Industry, California. The Company's website address is www.americancontinentalbank.com.
Certain matters set forth herein (including the exhibits hereto) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including forward-looking statements relating to the Company's current business plans, its future financial position and operating results and TCB's and the Company's expectations. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.
These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, local, regional, national and international economic and market conditions and events and the impact they may have on TCB and/or the Company, on our customers and our assets and liabilities; our ability to attract deposits and other sources of funding or liquidity; supply and demand for real estate and periodic deterioration in real estate prices and/or values in California, Washington or other states and countries where TCB and the Company lends, including both residential and commercial real estate; a prolonged slowdown or decline in real estate construction, sales or leasing activities; changes in the financial performance and/or condition of our borrowers, depositors or key vendors or counterparties; changes in our levels of delinquent loans, nonperforming assets, allowance for loan losses and charge-offs; the costs or effects of acquisitions or dispositions we may make, whether we are able to obtain any required governmental approvals in connection with any such acquisitions or dispositions, and/or TCB's and the Company's ability to realize the contemplated financial or business benefits associated with any such acquisitions or dispositions; the effect of changes in laws, regulations and applicable judicial decisions (including laws, regulations and judicial decisions concerning financial reforms, taxes, banking capital levels, consumer, commercial or secured lending, securities and securities trading and hedging, compliance, employment, executive compensation, insurance, vendor management and information security) with which we and our subsidiaries must comply or believe we should comply; changes in estimates of future reserve requirements and minimum capital requirements based upon the periodic review thereof under relevant regulatory and accounting requirements, including changes in the Basel Committee framework establishing capital standards for credit, operations and market risk; inflation, interest rate, securities market and monetary fluctuations; changes in government interest rates or monetary policies; changes in the amount and availability of deposit insurance; cyber-security threats, including loss of system functionality or theft or loss of company or customer data or money; political instability; acts of war or terrorism, or natural disasters, such as earthquakes, drought, or the effects of pandemic diseases; the timely development and acceptance of new banking products and services and the perceived overall value of these products and services by our customers and potential customers; our relationships with and reliance upon vendors with respect to the operation of certain key internal and external systems and applications; changes in commercial or consumer spending, borrowing and savings preferences or behaviors; technological changes and the expanding use of technology in banking (including the adoption of mobile banking and funds transfer applications); the ability to retain and increase market share, retain and grow customers and control expenses; changes in the competitive and regulatory environment among financial and bank holding companies, banks and other financial service providers; volatility in the credit and equity markets and its effect on the general economy or local or regional business conditions; fluctuations in the price of the our common stock or other securities; and the resulting impact on our ability to raise capital or TCB's and the Company's ability to make acquisitions, the effect of changes in accounting policies and practices, as may be adopted from time-to-time by our regulatory agencies, as well as by the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard-setters; changes in our organization, management, compensation and benefit plans, and our ability to retain or expand our workforce, management team and/or our board of directors; the costs and effects of legal, compliance and regulatory actions, changes and developments, including the initiation and resolution of legal proceedings (such as securities, consumer or employee class action litigation), regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations or reviews; our ongoing relations with our various federal and state regulators; our success at managing the risks involved in the foregoing items. In addition, the following risks related to the transaction in particular could cause actual results to differ materially from these forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by the Company's shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the TCB and the Company's businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction. Any statements about future operating results, such as those concerning accretion and dilution to TCB's earnings or shareholders, are for illustrative purposes only, are not forecasts, and actual results may differ. TCB and the Company do not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by law.
President and CEO
Executive Vice President and CFO
SOURCE American Continental Bancorp
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