Mechanics Bank Announces Completion of Merger with California Republic Bank

Wednesday, October 5, 2016

WALNUT CREEK, CA – October 3, 2016 – Mechanics Bank (“Mechanics”) today announced the completion of its previously announced strategic merger with California Republic Bancorp (“CRB”) (OTCBB: CRPB), a bank holding company for California Republic Bank, which became effective on October 1, 2016.  Pursuant to the terms of the merger, CRB shareholders will receive cash consideration of $37.19 per share.  Mechanics also announced today that it has completed its previously announced rights offering. The proceeds from the rights offering were used to help fund the aggregate merger consideration and pay certain fees and expenses related to the merger. 

Upon the completion of the merger, John DeCero, formerly the President of CRB, and Jon Wilcox, formerly the Chief Executive Officer of CRB, became members of the Board of Directors of Mechanics Bank, and John DeCero succeeded Ken Russell to become the President and Chief Executive Officer of Mechanics Bank.  Ken Russell returns to the Ford Financial Fund, while continuing to serve as a director on the Mechanics Bank’s Board. 

Keefe, Bruyette & Woods, Inc. acted as financial advisor to CRB, and Sheppard, Mullin, Richter & Hampton LLP acted as legal advisor to CRB in connection with the merger. Wachtell, Lipton, Rosen & Katz acted as legal advisor to Mechanics in connection with the merger and the rights offering. 

About Mechanics Bank 
Mechanics Bank, established in 1905, is an independent, full service community bank. With more than $3 billion in assets, it is the largest bank headquartered in the Bay Area's East Bay region. Its 30 branch offices throughout Northern California provide a highly personalized relationship banking experience that includes consumer and business banking services, commercial lending, cash management services, and comprehensive trust and wealth management services. The merger with CRB, which became effective on October 1, 2016, added assets of approximately $1.8 billion, as well as five branch offices serving Southern California, located in Newport Beach, Beverly Hills, Irvine, Westlake Village and San Diego. Mechanics Bank will also operate CRB Auto, as a division of Mechanics Bank, which is a relationship based, indirect auto lender, which purchases auto contracts from both franchised and select independent automobile dealerships throughout 14 States—Arizona, California, Colorado, Idaho, Illinois, Iowa, Kansas, Missouri, Nevada, Oklahoma, Oregon, Texas, Utah, and Washington. Mechanics Bank and California Republic Bank are Member FDIC institutions. For more information, go to 

Forward-Looking Statements 

The information presented herein contains forward looking statements giving Mechanics’ expectations or predictions of future financial or business performance or conditions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and Mechanics assumes no duty to update forward-looking statements.  Certain risks and uncertainties that could cause actual results to differ materially from forward-looking statements and historical performance include, but are not limited to, the following: difficulties and delays in integrating the Mechanics and CRB businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; Mechanics’ business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; economic and capital market conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of regulatory agencies.