West Coast Community Bancorp and 1st Capital Bancorp Announce Agreement to Merge

SANTA CRUZ, Calif. and SALINAS, Calif., May 20, 2024 (GLOBE NEWSWIRE) -- West Coast Community Bancorp (OTCQX: “SCZC”) (“Bancorp”), the holding company for Santa Cruz County Bank (“Bank”), headquartered in Santa Cruz, California, and 1st Capital Bancorp (OTCQX: “FISB”), the holding company for 1st Capital Bank, headquartered in Salinas, California, jointly announced today that they have entered into an agreement and plan of reorganization and merger (the “Agreement”), pursuant to which 1st Capital Bancorp will merge with and into West Coast Community Bancorp in an all-stock transaction valued at approximately $63 million, or $10.78 per FISB share, based on the closing price of $29.94 for West Coast Community Bancorp shares on May 20, 2024.

The transaction is subject to customary closing conditions, including regulatory approvals and shareholder approval from both parties. Both Boards of Directors of West Coast Community Bancorp and 1st Capital Bancorp have unanimously approved the transaction, which is expected to close in the fourth quarter of 2024. The directors of West Coast Community Bancorp and 1st Capital Bancorp have entered into agreements pursuant to which they have committed to vote their shares in favor of the transaction. At closing, Krista Snelling, President and CEO of the Bancorp and Bank, will lead the combined franchise.

Highlights of the Announced Transaction

• At nearly $3 billion in pro forma assets and 10% deposit market share in Santa Cruz and Monterey Counties (on a combined basis, based on FDIC data as of June 30, 2023), the Bank is well-positioned for continued success as the leading community business bank in a vibrant market area.
• The transaction enhances the Bank’s profitability, diversifies the Bank’s client base, deepens and extends the Bank’s market reach, and better positions the Bank to profitably deploy the technology and services that will enhance the client experience and provide both product diversification and additional growth opportunities.
• SCZC expects to realize approximately 20% annual EPS accretion following full realization of operating efficiencies.
  

Under the terms of the Agreement, shareholders of FISB are expected to receive a fixed exchange ratio of 0.36 shares of SCZC common stock in exchange for each share of FISB common stock. The value of the merger consideration will fluctuate based on SCZC’s stock price. On a pro forma basis, the holders of FISB common shares will own approximately 20% of the issued and outstanding SCZC common stock. At closing, current Chairman and Vice Chairman of 1st Capital Bancorp, Kurt J. Gollnick and Daniel R. Hightower, MD, respectively, will join the Boards of Directors of West Coast Community Bancorp and Santa Cruz County Bank. Kurt J. Gollnick will join as Vice Chairman.