Mechanics Bank and Ford Financial Settle Litigation Seeking to Enjoin Ford Financial Tender Offer

Mechanics Bank (OTCMKTS: MCHB) (the “Bank”) and Ford Financial Fund II, L.P. (“Ford Financial”) today announced that they have signed a memorandum of understanding to settle a lawsuit pending in the Superior Court of the State of California and seeking to enjoin Ford Financial’s tender offer to acquire up to 65% of the outstanding shares of the Bank’s common stock.

The terms of the memorandum of understanding provide that:

• for the three calendar years following the completion of the tender offer, the Bank will include the following information in each of its annual reports to shareholders (and post this information on the Bank’s website): (a) audited consolidated financial statements; (b) a management discussion and analysis of financial results; and (c) a description of each transaction between the Bank and Ford Financial or its subsidiaries that is valued at $120,000 or more, or is otherwise considered a material transaction by the Bank;
• for the three calendar years following the completion of the tender offer, the Bank will not take steps solely intended to prevent its common stock from being traded on the OTC Bulletin Board;
• the Bank will, no later than February 23, 2015, make available on its website, until the completion or earlier termination of the tender offer: (a) the fairness opinion rendered by the Bank’s financial advisor, River Branch Capital LLC (“River Branch”), to the Bank in connection with the tender offer; (b) selected portions of the presentation made to the Bank’s board of directors by River Branch in connection with its fairness opinion; and (c) a copy of the transaction agreement, the amended and restated offer to purchase and the Bank’s recommendation statement regarding the tender offer;
• the termination fee payable by the Bank in certain circumstances under the transaction agreement between the Bank and Ford Financial will be reduced from $20 million to $10 million; and
• the plaintiff will withdraw his application to enjoin the tender offer and release the Bank, Ford Financial and the Bank’s board of directors from liability relating to the tender offer.

This press release is for information purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any securities. The tender offer is being made solely pursuant to the amended and restated offer to purchase and related letter of transmittal, which set forth the complete terms of the tender offer. Shareholders should read these materials carefully because they contain important information, including the terms and conditions of the tender offer. Shareholders may obtain a free copy of these documents by contacting D.F. King & Co., Inc. at [phone] (toll-free) or [phone] (collect).

About Mechanics Bank

For more than a century, Mechanics Bank has been committed to helping people build prosperous communities through forging lasting relationships through teamwork, respect and integrity. The $3 billion independent bank, based in Northern California, offers personal banking, business banking, trust, brokerage and wealth management services. For more information, please visit www.mechanicsbank.com.

About Ford Financial

Ford Financial Fund II, L.P. is a private equity fund with approximately $755 million in commitments that is focused on investments in financial services companies. Ford Financial’s Co-Managing Members, Gerald J. Ford and Carl B. Webb, possess a rare combination of investment skill, deep industry expertise and decades of operational experience. Ford Financial invests in a variety of opportunities, from healthy companies in need of growth equity to troubled banks that need to be recapitalized. Unlike most private equity funds, Ford Financial is structured and prepared to become a bank holding company under applicable banking regulations.

Forward-Looking Statements

This press release contains forward-looking statements as defined by the federal securities law that are based on our current expectations and assumptions and that are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, projected or implied, including, among other things, risks relating to the expected timing of the completion of the tender offer. Except as required by law, neither Ford Financial nor the Bank undertakes any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact for Mechanics BankICR, Inc.Phil Denning or Jason Chudoba, [e-mail], [e-mail] for Ford FinancialFord Financial Fund II, L.P.James H. Dunavant, [e-mail]