Monday, July 29, 2019
WALNUT CREEK, CA – July 29, 2019 – Mechanics Bank (OTCBB: MCHB) (“Mechanics”) today announced that Mechanics and Rabobank International Holding B.V. (“Rabo Parent”) have received regulatory approval from the Board of Governors of the Federal Reserve, The Office of the Comptroller of Currency, The Federal Deposit Insurance Corporation and the California Department of Business Oversight for the pending acquisition of Rabobank, N.A. (“RNA”), Rabobank’s California-based and primarily retail bank, by Mechanics. No further regulatory approvals are required for Mechanics and Rabo Parent to consummate the acquisition and the other transactions contemplated by the March 15, 2019 stock purchase agreement by and between Mechanics and Rabo Parent (the “stock purchase agreement”). The acquisition is expected to close on or about September 1, 2019, subject to the satisfaction of the remaining conditions set forth in the stock purchase agreement.
Mechanics also announced today that it commenced a rights offering to its current shareholders. Pursuant to the rights offering, current shareholders will receive 1.10 subscription rights for each share of common stock owned as of 5:00 p.m., Pacific Time, on July 26, 2019, the record date of the rights offering. Each subscription right will entitle current shareholders to purchase one share of Mechanics common stock at the subscription price of $38,000 per share. Shareholders are not entitled to any over-subscription privilege. Funds received from subscribers in the rights offering will be held by the subscription agent until the rights offering is completed or canceled. The subscription rights will expire if they are not exercised by 5:00 p.m., Pacific Time, on August 23, 2019. Mechanics reserves the right to extend the expiration date of the rights offering one or more times. The closing of any purchase of common stock pursuant to the subscription rights will occur on August 26, 2019 unless the expiration date is extended, in which case the closing date will be the first business day after the expiration date. All subscriptions received by Mechanics in the rights offering are irrevocable.
In connection with the rights offering and the stock purchase agreement, affiliates of Ford Financial Fund II and Ford Financial Fund III (the “Ford shareholders”) have entered into commitments to acquire approximately 29,395 shares of Mechanics common stock (subject to adjustment for any reduction in the aggregate gross proceeds required to be received by Mechanics from the Ford shareholders for Mechanics to satisfy its obligation to pay the cash consideration in the acquisition of RNA pursuant to the stock purchase agreement, including to the extent shareholders other than an affiliate of Ford Financial Fund II exercise subscription rights in the rights offering).
Mechanics may cancel the rights offering at any time, and the rights offering is conditioned on the continued satisfaction or waiver of the closing conditions set forth in the stock purchase agreement (other than the condition related to the completion of the rights offering).
About Mechanics Bank
Established in 1905, Mechanics Bank is an independent, full-service community bank, based in Walnut Creek, California. With more than $6 billion in assets, it is the largest bank headquartered in Northern California’s East Bay region, with 43 branch offices throughout California and one in Medford, Oregon.
Mechanics Bank provides a highly personalized relationship banking experience that includes consumer and business banking services, commercial lending, cash management services, and comprehensive trust, investment and wealth management services. Mechanics Bank is a Member FDIC institution and Equal Housing Lender. More information may be found at www.mechanicsbank.com.
About Rabobank, N.A.
Rabobank, N.A. (National Association) is a nationally chartered bank serving California communities grounded in agriculture. Headquartered in Roseville, California, and with more than $13 billion in assets, Rabobank provides a wide range of financial products and services for individual, business, and food-and-agribusiness customers. Its 100 branches, multi-function ATMs, and online and mobile banking resources empower Californians to bank when, where and how they want. Committed to service, Rabobank’s more than 1,500 employees take pride in improving their communities personally and professionally. Rabobank, N.A. is a Member FDIC and Equal Housing Lender. Visit www.rabobankamerica.com.
The information presented herein contains forward-looking statements giving Mechanics Bank’s and Rabobank, N.A.’s 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 neither Mechanics Bank nor Rabobank, N.A. assumes any 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: failure to meet closing conditions to the transaction on the expected terms and schedule or at all; delay in closing the transaction; difficulties and delays in integrating the Mechanics Bank and Rabobank, N.A. 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 Bank and Rabobank, N.A.’s businesses 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.