For Immediate Release
CommerceWest Bank Announces Completion of the Merger with Discovery Bancorp and Bank
Irvine, California – July 24, 2009 – CommerceWest Bank (OTCBB: CWBK) announced that as of today, it completed its previously announced merger with Discovery Bancorp and Discovery Bank (OTCBB: DVBC), which had approximately $152 million in assets on June 30, 2009. CommerceWest Bank, Discovery Bancorp and Discovery Bank had previously received all necessary shareholder and regulatory approvals in order to effect the merger. With the completion of this merger, Discovery Bancorp merged into Discovery Bank, which was then merged into CommerceWest Bank, with CommerceWest Bank as the surviving bank. As a result, CommerceWest Bank now has total assets of approximately $400 million and six regional offices across Los Angeles, Orange, Riverside and San Diego counties.
Mr. Ivo A. Tjan remains Chairman, President and CEO of CommerceWest Bank. The Board of Directors of CommerceWest Bank also remains intact. All Discovery Bancorp and Discovery Bank directors and executive officers have resigned effective as of the close of the merger.
“This is a defining moment for CommerceWest Bank, Discovery Bancorp and Discovery Bank, providing the opportunity to create one of the finest banks in Southern California,” said Tjan. “We look forward to leveraging our combined strengths to realize the potential of our new bank and to build sustained value for our shareholders, clients, employees and communities.”
The integration of Discovery Bank systems and the conversion of Discovery Bank’s offices to CommerceWest Bank’s operating platform are scheduled to be completed in August 2009.
“The closing of the merger marks the culmination of months of hard work,” Tjan continued. “We are creating a powerful new force in the industry with the size and scope to offer the most unparalleled banking experience that every client deserves. Our immediate focus is on the thoughtful and deliberate integration of our two banks in a way that best serves our clients, presents new opportunities to our employees, and continues to grow our business.”
SHAREHOLDER INFORMATION
In the merger with Discovery Bank, each share of common stock of Discovery Bank is converted into the right to receive 0.6513 of a share of CommerceWest Bank common stock. CommerceWest Bank will issue an estimated 1,245,028 shares of CommerceWest Bank common stock to Discovery Bank shareholders. Discovery Bank shareholders will receive information about the exchange of shares soon. CommerceWest Bank shareholders will not need to exchange their stock certificates.
CommerceWest Bank was represented by Carpenter & Company and Loren P. Hansen, APC. Discovery Bancorp and Discovery Bank were represented by Howe, Barnes, Hoefer & Arnett and Horgan, Rosen, Beckham & Coren, LLP.
Based on the average closing price of CommerceWest Bank’s common stock calculated as the average of the daily closing price of a share of CommerceWest Bank’s stock reported on the Over-the-Counter (“OTC”) market during the twenty consecutive trading days ending on the fifth trading day prior to the closing date of the merger of $7.31 per share, the aggregate consideration to be paid to Discovery Bank shareholders is approximately $9.1 million.
ABOUT COMMERCEWEST BANK
CommerceWest Bank is headquartered at 2111 Business Center Drive in Irvine, CA, with Regional Offices in Orange County at 4685 MacArthur Court in Newport Beach, CA, in Inland Empire at 1611 Pomona Road in Corona, CA, in South Bay at 19300 South Hamilton Avenue in Gardena, CA, in Los Angeles at 707 Wilshire Blvd, Suite 3250, Los Angeles, CA, in San Diego at 338 Via Vera Cruz, San Marcos, CA and 13436 Poway Road, Poway, CA 92064 We offer a wide range of commercial banking services, including, concierge services, remote deposit solution, full-service internet banking, lines of credit, term loans, commercial real estate lending, SBA lending, full cash management and treasury management.
Mission Statement: CommerceWest Bank will create a complete banking experience for each client, catering to businesses and their specific banking needs, while accommodating our clients and providing them high-quality, low stress and personally tailored banking and financial services.
Please visit www.cwbk.com to learn more about the bank. “BANK ON THE DIFFERENCE”
Statements concerning future performance, developments or events, expectations for growth and income forecasts, and any other guidance on future periods, constitute forward-looking statements that are subject to a number of risks and uncertainties. Actual results may differ materially from stated expectations. Specific factors include, but are not limited to, loan production, balance sheet management, expanded net interest margin, the ability to control costs and expenses, interest rate changes, financial policies of the United States government and general economic conditions. The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any forward-looking statements contained in this release to reflect future events or developments.
