California banks announce merger

Pasadena, Calif.-based Professional Business Bank ($249.8 million), El Segundo, Calif.-based Manhattan Bancorp ($146.8 million) and El Segundo-based Bank of Manhattan NA ($144.0 million) entered into a definitive merger agreement along with Irvine, Calif.-based CGB Holdings Inc. and certain other entities.

SCJ Inc. is the holding company of Professional Business Bank, Manhattan Bancorp and CGB Holdings.

Offers for bank and thrift targets in the West region between Nov. 22, 2010, and Nov. 22, 2011, averaged 87.09% of book and 87.19% of tangible book on an aggregate basis and averaged 90.03% of book and 90.13% of tangible book on a per-share basis.

SCJ Inc. will expand in Los Angeles County by one branch to be ranked No. 47 with a 0.13% share of approximately $252.91 billion in total market deposits.

In the merger, each share of Professional Business Bank common stock will be exchanged for a number of shares of Manhattan Bancorp common stock having a book value equal to the book value per share of Professional Business Bank common stock acquired as of the end of the month proceeding the month in which the closing occurs.

Based on the book value of Manhattan Bancorp common stock and Professional Business Bank common stock at Sept. 30, if the merger had closed in October, the exchange ratio would have been 1.5740 shares of Manhattan Bancorp common stock for each share of Professional Business Bank common stock, which would have resulted in the former Professional Business Bank shareholders owning approximately 64% of the Manhattan Bancorp shares after the merger.

Prior to the transaction, funds managed by Carpenter Fund Manager GP LLC were the largest shareholder on a combined basis of both institutions. The funds beneficially own 100% of the outstanding shares of CGB Holdings and approximately 44% of the outstanding shares of Manhattan Bancorp.

According to a Nov. 22 news release, the combined bank will continue to serve its Southern California customer base through branch locations in Pasadena, Glendale, Montebello and El Segundo and through mortgage offices in San Diego, Calabasas and West Los Angeles under the brand names of Bank of Manhattan and Professional Business Bank.

Sandler O'Neill & Partners LP is acting as financial adviser and Manatt Phelps & Phillips LLP is serving as legal counsel to Manhattan Bancorp and Bank of Manhattan in this transaction. D.A. Davidson & Co. is acting as financial adviser and King Holmes Paterno & Berliner LLP is serving as legal counsel to Professional Business Bank.

 

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