WALNUT CREEK, Calif.–(BUSINESS WIRE)–BayCom Corp (NASDAQ: BCML) (“BayCom” or the “Company”), the
parent company of United Business Bank, announced today that effective
May 24, 2019, it completed its previously announced acquisition of Uniti
Financial Corporation (‘Uniti”), headquartered in Buena Park, California
and the merger of Uniti Bank, the bank subsidiary of Uniti, into United
Business Bank. Under the terms of the merger agreement, BayCom will pay
aggregate consideration to Uniti shareholders of 1,115,006 shares of
BayCom common stock and $35.5 million in cash. For each share of Uniti
common stock, each Uniti shareholder will receive $2.30 in cash and
0.07234 shares of BayCom’s common stock with cash to be paid in lieu of
any fractional shares. Uniti shareholders will receive information
shortly on how to exchange their Uniti shares for BayCom shares.
“We at Uniti Financial Corporation are pleased and excited about
becoming a part of BayCom and having the advantage of their size, number
of branches, and diverse package of products and services to offer our
clients. The merger has already had a very positive effect on the value
of our shareholders’ investment,” said Yong Oh, Chairman of the Board,
of Uniti Financial Corporation.
George Guarini, President and Chief Executive Officer of BayCom, said:
“We are extremely pleased and proud to be able to announce the
consummation of this acquisition. It marks the second acquisition since
completing our IPO in May 2018. The addition of the three Uniti Bank
offices in Los Angeles strengthens our Southern California presence and
is expected to enhance our financial performance, capital growth and
future expansion plans. With this acquisition the United Business Bank
has total assets exceeding $1.8 billion, 25 offices and a capital base
of more than $240.0 million. We expect to continue to find suitable
acquisition candidates and look forward to the continued execution of
our business strategy.”
Guarini further stated, “We welcome the clients, employees and
shareholders of the former Uniti Bank and Uniti Financial Corporation
and look forward to continuing to make the United Business Bank story
one that we are proud of.”
BayCom was assisted by Dave Muchnikoff, Silver Freedman, Taft & Tiernan
LLP for legal services and the fairness opinion from Tom Mecredy, Vining
Sparks. Uniti Financial Corporation was assisted by Young H. Park, Esq
for legal services and Greg Gersack, Fig Partners, for investment bank
services and the issuance of a fairness opinion.
About BayCom Corp
BayCom, through its wholly owned operating subsidiary, United Business
Bank, offers a full-range of loans, including SBA, FSA and USDA
guaranteed loans, and deposit products and services to businesses and
its affiliates in California, Washington and New Mexico. United Business
Bank also offers business escrow services and facilitates tax free
exchanges through its Bankers Exchange Division. United Business Bank is
an Equal Housing Lender and a member of FDIC. BayCom Corp is traded on
the NASDAQ under the symbol “BCML”. For more information, go to www.unitedbusinessbank.com.
Forward-Looking Statements
When used in this press release and in other documents filed with or
furnished to the Securities and Exchange Commission (the “SEC”), in
press releases or other public shareholder communications, or in oral
statements made with the approval of an authorized executive officer,
the words or phrases “may,” “believe,” “will,” “will likely result,”
“are expected to,” “will continue,” “is anticipated,” “estimate,”
“project,” “intends,” “plans,” “potential,” or similar
expressions are intended to identify “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995.
Investors and security holders are cautioned not to place undue reliance
on any forward-looking statements, which speak only as of the date such
statements are made and based only on information then actually
known to BayCom. BayCom does not undertake and specifically
disclaims any obligation to revise any forward-looking statements to
reflect the occurrence of anticipated or unanticipated events or
circumstances after the date of such statements. These statements may
relate to future financial performance, strategic plans or objectives,
revenues or earnings projections, or other financial information. By
their nature, these statements are subject to numerous uncertainties
that could cause actual results to differ materially from those
anticipated in the statements and could negatively affect BayCom’s
operating and stock price performance. Statements in this communication
other than historical facts constitute forward-looking statements.
Important factors that could cause actual results to differ
materially from the results anticipated or projected include, but are
not limited to, the following: expected revenues, cost savings,
synergies and other benefits from the recent mergers of BayCom with
Uniti and Bethlehem Financial Corporation might not be realized within
the expected time frames or at all and costs or difficulties relating to
integration matters, including but not limited to customer and employee
retention, might be greater than expected; future acquisitions by BayCom
of other depository institutions or lines of business; changes in
general economic conditions and conditions within the securities market;
legislative and regulatory changes; fluctuations in interest rates; the
risks of lending and investing activities, including changes in the
level and direction of loan delinquencies and write-offs and changes in
estimates of the adequacy of the allowance for loan losses; the
Company’s ability to access cost-effective funding; fluctuations in real
estate values and both residential and commercial real estate market
conditions; demand for loans and deposits in the Company’s market area;
increased competitive pressures; changes in management’s business
strategies; and other factors described in BayCom’s latest Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q and other filings with
the SEC that are available on our website at www.unitedbusinessbank.com
and on the SEC’s website at www.sec.gov.
Contacts
BayCom Corp
Keary Colwell,
Chief Financial Officer and
Senior
Executive Vice President
(925) 476-1805
Email: [email protected]
