LOS ANGELES, Nov 01, 2006 (BUSINESS WIRE) - City National Corporation (NYSE: CYN), parent company of CityNational Bank, and Business Bank Corporation (OTCBB: BBNV), parent ofBusiness Bank of Nevada, today announced a definitive agreement forthe acquisition of Business Bank Corporation by City National in acash and stock transaction currently valued at $161 million.
Business Bank of Nevada was founded in 1995 and today is one ofNevada's leading independent business banks. It operates seven branchoffices in Nevada, including three in Las Vegas, and one each in NorthLas Vegas, Reno, Carson City and Minden. The company also has loanproduction offices in South Lake Tahoe and Scottsdale, Arizona.
At September 30, 2006, Business Bank of Nevada had assets of$489.7 million, loans of $380.3 million and deposits of $427.6million.
City National already has a number of clients with businessinterests in Nevada, and the bank's loans there totaled approximately$100 million on September 30, 2006.
The merger has been approved unanimously by the boards ofdirectors of both companies, and all of Business Bank Corporation'sboard members have signed related voting agreements.
The acquisition is expected to close in the first quarter of 2007,subject to approval by banking regulators and Business BankCorporation's shareholders as well as the satisfaction of othercustomary closing conditions. It is expected to be essentially neutralto GAAP and cash earnings per share in 2007 and modestly accretive in2008, excluding any revenue enhancements.
"We are very pleased that we can combine Business Bank of Nevada,a truly outstanding business bank, with City National so that togetherwe can bring premier private and business banking to Nevada, one ofthe nation's fastest growing and most compelling regions, withincreasing connectivity to California," said Russell Goldsmith,president and chief executive officer of City National. "This is avery positive and logical step forward for us to serve the growingnumber of City National clients doing business in Nevada and to expandour business base for the future.
"We are especially glad that John Guedry and his outstandingsenior management team have already agreed to join the combinedcompany, and we anticipate retaining the overwhelming majority ofBusiness Bank of Nevada's employees. Backed by the resources of our$15 billion bank, they will be better able to provide Nevada's manyentrepreneurs, businesses, professionals and investors with theoutstanding financial services and capabilities they need and thatCity National provides."
John Guedry, who is Business Bank Corporation's chief executiveofficer, said: "We are very pleased to be joining a high-qualityorganization like City National. Our shareholders will be rewardedwith a highly liquid stock, a strong dividend and great long-termgrowth potential. Our clients will receive the benefits of a strongerbalance sheet and an expanding array of products and services. And ouremployees will benefit as additional career opportunities becomeavailable in a large and growing organization."
Under terms of the agreement, and subject to proration, BusinessBank Corporation shareholders may elect to receive cash or stock or acombination of the two. Subject to adjustments and proration, anddepending upon the final closing price of City National stock,Business Bank Corporation shareholders electing to receive CityNational common stock are expected to receive between 0.9568 and0.9852 shares of City National common stock for each share of BusinessBank Corporation stock surrendered in exchange, and shareholderselecting to receive only cash would receive $66.50 per share, withoutinterest. City National common stock received by Business BankCorporation shareholders is expected to qualify as a tax-freeexchange.
Based on the closing price of City National's common stock onOctober 31, 2006, the total consideration amounts to $161 million.
Ryan Beck & Co. acted as financial adviser to Business BankCorporation, and Squire, Sanders & Dempsey LLP acted as its legaladviser. Credit Suisse Securities (USA) LLC acted as financial adviserto City National Corporation, and Wachtell, Lipton, Rosen & Katz actedas its legal adviser.
About Business Bank of Nevada
Business Bank of Nevada was founded in 1995 and today is one ofNevada's leading independent business banks. It operates seven branchoffices and has assets of $489.7 million. For the nine months endedSeptember 30, the company's net interest margin was 5.94 percent andits return on average equity was 17.27 percent. Non-performing assetsamounted to only one basis point of total loans.
About City National Corporation
Backed by $14.6 billion in total assets, City National Corporationis the parent company of City National Bank, which provides banking,investment and trust services through 54 offices, including 12full-service regional centers, in Southern California, the SanFrancisco Bay Area and New York City.
City National is ranked among America's top companies in Forbesmagazine's "Super 500" list. It also is one of the nation's top wealthmanagers, according to Barron's magazine. The company and itsaffiliates manage or administer more than $48 billion in client trustand investment assets, including more than $27 billion undermanagement.
CITY NATIONAL CORPORATION/BUSINESS BANK CORPORATION At-a-Glance For the nine months ended Sept. 30, 2006 -----------------------------($ in millions) CITY NATIONAL BUSINESS BANK CORP. -----------------------------Total Assets $14,617 $490Shareholders' Equity $1,458 $44Market Capitalization (10/31/06) $3,180 $133Net Income $175 $5.1Total Deposits $11,892 $428Total Loans $10,020 $380NPAs/Total Assets 0.13% 0.01%Reserves/Loans 1.59% 1.08%Net Interest Margin 4.53% 5.94%Efficiency Ratio 55.22% 56.04%Total Banking Offices 54 7Assets Under Management $27,381 --Annual Common Stock Dividend (per share) $1.64 --
Additional Information About This Transaction
City National Corporation and Business Bank Corporation will filea proxy statement/prospectus and other relevant documents concerningthe merger with the United States Securities and Exchange Commission(SEC). WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS WHENIT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SECIN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THEPROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANTINFORMATION.
Investors will be able to obtain City National Corporationdocuments free of charge at the SEC's web site (www.sec.gov). Inaddition, documents filed with the SEC by City National Corporationwill be available free of charge from the company's Investor RelationsDepartment at 213-673-7615. Business Bank Corporation stockholderdocuments will be available free of charge from Business BankCorporation's Investor Relations Department at 702-952-4415.
The directors, executive officers, and certain other members ofmanagement and employees of Business Bank Corporation are participantsin the solicitation of proxies in favor of the merger from thestockholders of Business Bank Corporation. Information about thedirectors and executive officers of Business Bank Corporation is setforth in the proxy statement for its 2006 annual meeting ofstockholders, which is available on Business Bank Corporation'swebsite at www.bbnv.com, under the heading "Investor Relations."Additional information regarding the interests of such participantswill be included in the proxy statement/prospectus and the otherrelevant documents filed with the SEC when they become available.
Safe Harbor Statement
Discussions in this news release that are not statements ofhistorical fact (including statements that include terms such as"will," "may," "should," "believe," "expect," "anticipate,""estimate," "intend," and "plan") are forward-looking statements thatinvolve risks and uncertainties. No forward-looking statement is aguarantee of future performance and actual results could differmaterially from those contained in the forward-looking information.Such forward-looking statements include, but are not limited to,statements about the benefits of the business combination transactioninvolving City National and Business Bank Corporation, includingfuture financial and operating results, the combined company's plans,objectives, expectations and intentions and other statements that arenot historical facts.
The following factors, among others, could cause actual results todiffer from those set forth in the forward-looking statements: theability to obtain regulatory approvals of the transaction on theproposed terms and schedule; the failure of Business Bank Corporationstockholders to approve the transaction; the risk that the businessesof Business Bank Corporation will not be integrated successfully;deposit attrition and disruption from the transaction making it moredifficult to maintain relationships with customers, employees orsuppliers; the risk that synergies from the transaction may not befully realized or may take longer to realize than expected;competition and its effect on pricing, spending, third-partyrelationships and revenues; movements in market interest rates andsecondary market volatility; potential conditions that may affect thetax-free status of the Business Bank Corporation stock exchange forCity National common stock; and unfavorable changes in economic andbusiness conditions or the regulatory environment. Additional factorsthat may affect future results are contained in City National'sfilings with the SEC, which are available at the SEC's web sitehttp://www.sec.gov, including in City National's Annual Report on Form10-K for the year ended December 31, 2005, under the heading "RiskFactors." City National disclaims any obligation to update and revisestatements contained in these materials based on new information orotherwise.
SOURCE: City National Corporation
Christopher J. Carey, 310-888-6777
Cary Walker, 213-673-7615
Business Bank Corporation
Paul Stowell, 702-952-4415