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CALIFORNIA NATIONAL BANK PARENT AGREES TO ACQUIRE PFF BANCORP
RANCHO CUCAMONGA, Calif., June 16, 2008 PFF Bancorp, Inc. (NYSE: PFB) (PFF Bancorp or the Company), the holding company of PFF Bank & Trust (the Bank), Glencrest Investment Advisors, Inc., and Diversified Builder Services, Inc., today announced the signing of a definitive merger agreement under which FBOP Corporation (FBOP), the parent company of California National Bank, will acquire PFF Bancorp. Under the terms of the agreement, upon the consummation of the transaction the stockholders of PFF Bancorp will receive $1.35 in cash for each share of PFF Bancorp common stock held. In addition, in order to maintain the Banks adequately capitalized regulatory status, FBOP will immediately loan $7 million to PFF Bancorp in exchange for a secured note convertible into preferred stock of the Company with voting rights equivalent to 19.9% of the outstanding voting stock of the Company. Also, in connection with the merger, the maturity date of the Companys secured commercial bank loan with a current outstanding principal balance of $44.0 million was extended from June 16, 2008 to June 16, 2009.
We have admired PFF Bank & Trust for many years and believe that our shared cultures and steadfast commitment to principles of community banking and customer service will lead to a seamless merger that offers great benefits for PFFs customers and employees, said Greg Mitchell, President and CEO of California National Bank. While PFF and the Inland Empire are facing economic challenges, we see this market as a land of opportunity and look forward to working with PFFs employees, community leaders and business owners in building for a stronger tomorrow.
After much thoughtful consideration, our Board of Directors determined that this transaction is in the best interests of our stockholders, creditors, customers and employees, said Kevin McCarthy, President and CEO of PFF Bancorp. PFF has a long and rich history in the communities we serve and we believe that even before the merger is completed we will benefit from the support and financial resources of CalNational and FBOP. Together we will enhance our position in the region. Our shared commitment to providing Customers First service will result in being the bank of choice in our communities today and into the future.
PFF Bancorps Board of Directors has unanimously approved the merger and has recommended that the Companys stockholders approve the transaction. Certain directors and executive officers of the Company have signed agreements to vote their shares in favor of the proposed merger. These agreements apply to approximately 800,000 of the Companys outstanding shares. In addition, the Companys financial advisor, Sandler ONeill + Partners, L.P., provided a fairness opinion to the Board of Directors that the terms of the transaction are fair to PFF Bancorps stockholders from a financial point of view.
PFF Bancorp has agreed to certain covenants that will limit the permitted activities of PFF Bancorp and its subsidiaries until the consummation of the merger. These covenants include, but are not limited to, limitations on: declaring, making or paying dividends or making other capital distributions; incurring, issuing or rolling over debt, increasing any current lines of credit or guaranteeing the debt of any entity; entering into, renewing or revising any contractual arrangements related to compensation or benefits with any senior or executive officer; and otherwise engaging in transactions outside the ordinary course of the Companys business. Additionally, PFF Bancorp and the Bank have agreed to similar limitations with the Office of Thrift Supervision and have agreed not to take any such actions without the agencys prior approval, including making any payments on existing debt.
The following information was filed by Pff Bancorp Inc on Tuesday, June 17, 2008 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-K Annual Report statement of earnings and operation as management may choose to highlight particular information in the press release.
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