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Placer Sierra Bancshares to Acquire First Financial Bancorp,
Parent Company of Bank of Lodi, N.A.
Transaction Expected to Be Accretive by at Least $0.30 per Share in 2005
SACRAMENTO, Calif., Sept. 8 /PRNewswire-FirstCall/ -- Placer Sierra Bancshares
(NASDAQ:PLSB) and First Financial Bancorp (OTC:FLLC) (BULLETIN BOARD: FLLC) ,
parent company of Bank of Lodi, N.A., jointly announced today that they have
signed a definitive agreement under which Placer Sierra Bancshares will acquire
First Financial Bancorp in an all-cash transaction valued at $50.0 million, or
$25.40 per share of First Financial Bancorp common stock and all outstanding
options to purchase common stock. Following regulatory and First Financial
Bancorp shareholder approval, the transaction is expected to close by December
31, 2004.
Placer Sierra Bancshares expects that the transaction, excluding merger-
related expenses, will be accretive by at least $0.30 per share in 2005. Placer
Sierra Bancshares will use existing capital to fund the acquisition.
Bank of Lodi, N.A. is a Central California-based community bank with $324
million in assets and nine branches located primarily in San Joaquin and
Sacramento Counties. Since its formation in 1982, Bank of Lodi has become a
full-service commercial bank with a wide array of depository accounts and
lending products for consumers and small- to mid-size businesses. At June 30,
2004, Bank of Lodi had $205 million in net loans outstanding and $275 million
in total deposits.
The combined company will become the largest community bank in Central
California, with approximately $1.8 billion in total assets. The acquired
branches will operate under the brand name Bank of Lodi, a division of Placer
Sierra Bank.
"The acquisition of First Financial Bancorp extends our footprint south on
Highway 99 through Elk Grove and Lodi into the rapidly growing Central Valley,"
said Ron Bachli, Chairman and Chief Executive Officer of Placer Sierra
Bancshares. "Bank of Lodi is an excellent cultural fit as they share our
commitment to supporting the communities in which we operate, providing
superior customer service, and offering a broad selection of financial products
and services to help small- and mid-size businesses achieve their financial
goals. They have had great success in attracting new deposit and lending
relationships over the past several years, and we believe the combined
resources of our two banks will further strengthen the ability to grow our
presence in these markets in the future.
"Most importantly, utilizing our excess capital to make this highly accretive
acquisition will significantly enhance the return we generate for our
shareholders. Once the integration of First Financial Bancorp is completed, we
believe our return on equity will increase from the 10% range generated in the
first half of 2004 to over 13% in 2005. This will enable the Company to
achieve our targeted level of profitability well ahead of our expectations,"
said Mr. Bachli.
Other key expected benefits of this transaction include:
* A strong foothold in San Joaquin County, which the Company believes
is currently underserved by existing financial institutions and
presents excellent de novo branching opportunities.
* The addition of a rapidly growing customer base. From 1999 through
2003, First Financial Bancorp grew total assets and total deposits at
compound annual rates of 16.1% and 15.5%, respectively.
* A significant reduction in First Financial Bancorp's non-interest
expense. Placer Sierra Bancorp believes it can bring the cost
structure of this business in line with the Company's targeted
efficiency ratio in the mid-50% range.
Ben Goehring, chairman of the Board of First Financial Bancorp, commented, "We
are very pleased to join forces with Placer Sierra Bancshares. Given Placer's
57-year history of providing superior community banking in Northern California,
this transaction will reinforce and strengthen our strong community-oriented
philosophy in the marketplace. Our board of directors believes that this
transaction is in the best interest of our shareholders, and provides our
employees and community with an expanded line of competitive products and
services."
"We view this transaction as the first step in our strategy to build an
unrivaled community banking franchise stretching from Sacramento to Fresno,"
added Mr. Bachli. "The long-term economic outlook for Central California is
very promising, and these markets place a high value on our brand of community
banking. We believe we can duplicate the success we have achieved in
Sacramento, Placer, Nevada and El Dorado counties throughout Central California
and create a highly valuable franchise for our shareholders in the process."
Conference Call and Webcast
Placer Sierra Bancshares will hold a conference call on Wednesday, September 8,
2004 at 12:00 p.m. Eastern time/9:00 a.m. Pacific time to discuss this
acquisition. The dial-in number for the conference call is 800-257-7063
(domestic) and 303-262-2131 (international).
A slide presentation will accompany the conference call, and members of the
public are invited to access the conference call and slide presentation via
webcast at the Investor Relations page of the Company's web site
http://www.placersierrabancshares.com/.
About Placer Sierra Bancshares
Placer Sierra Bancshares is a California-based bank holding company for Placer
Sierra Bank, a California state-chartered commercial bank. Through its 23
Northern California branches, Placer Sierra Bank serves a five county area
including Placer, Sacramento and El Dorado counties, commonly known as the
greater Sacramento metropolitan region, and the adjacent counties of Sierra and
Nevada. Through its nine Southern California branches, Placer Sierra Bank
serves both Los Angeles and Orange counties. Placer Sierra Bank provides its
customers the resources of a large financial institution together with the
resourcefulness and superior customer service of a community bank. Placer
Sierra Bank offers a broad array of deposit products and services for both
commercial and consumer customers, including electronic banking, cash
management services, electronic bill payment and investment services with an
emphasis on relationship banking and focus on generating low cost deposits. In
addition, Placer Sierra Bank provides competitive loan products such as
commercial loans and lines of credit, commercial real estate loans, Small
Business Administration loans, residential mortgage loans, home equity lines of
credit and construction loans.
About First Financial Bancorp
First Financial Bancorp is the parent of Bank of Lodi, N.A., a locally owned
community bank formed in 1982. Bank of Lodi, N.A. offers financial services
via the web at http://www.bankoflodi.com/, by phone at 888-265-8577, at any one
of its nine branches located in the communities of Lodi, Woodbridge, Lockeford,
Galt, Plymouth, San Andreas, Elk Grove, Folsom, and Sacramento or its loan
production office located in Folsom, CA.
This press release contains forward-looking statements with respect to the
financial condition, results of operation and businesses of Placer Sierra
Bancshares and First Financial Bancorp within the meaning of the Private
Securities Litigation Reform Act of 1995. These include statements that relate
to future financial performance and condition, and pending mergers. These
forward-looking statements involve certain risks and uncertainties, many of
which are beyond the Company's control. Factors that may cause actual results
to differ materially from those contemplated by such forward-looking statements
include, among others: (1) the receipt of regulatory and shareholder approval
for the acquisition; (2) the success of Placer Sierra Bancshares at integrating
First Financial Bancorp into its organization and achieving the targeted cost
savings; (3) deterioration in general economic conditions, internationally,
nationally or in the State of California; (4) increased competitive pressure
among financial services companies; (5) changes in the interest rate
environment reducing interest margins or increasing interest rate risk; (6) the
impact of terrorist acts or military actions; and (7) other risks detailed in
reports filed by Placer Sierra Bancshares with the Securities and Exchange
Commission. Forward-looking statements speak only as of the date they are
made, and Placer Sierra Bancshares does not undertake to update forward-looking
statements to reflect circumstances or events that occur after the date the
forward-looking statements are made.
For further information please contact: Ronald W. Bachli, Chairman & CEO, or
David E. Hooston, Chief Financial Officer, both of Placer Sierra Bancshares,
+1-916-554-4750; or Tony Rossi of Financial Relations Board, +1-310-407-6563,
for Placer Sierra Bancshares
DATASOURCE: Placer Sierra Bancshares; First Financial Bancorp
CONTACT: Ronald W. Bachli, Chairman & CEO, or David E. Hooston, Chief
Financial Officer, both of Placer Sierra Bancshares, +1-916-554-4750; or Tony
Rossi of Financial Relations Board, +1-310-407-6563, for Placer Sierra
Bancshares
Web site: http://www.bankoflodi.com/
Web site: http://www.placersierrabancshares.com/
Web site: http://www.placersierrabank.com/