For Immediate Release
Contact: D. Linn Wiley, President and Chief Executive Officer
CVB Financial Corp.
Adopts Shareholder Rights Plan
Ontario, California: June 21, 2000-CVB Financial Corp. (AMEX:CVB) announced today that its Board of Directors has adopted a shareholder rights plan designed to maximize the long-term value of the company and to protect the CVB Financial Corp. shareholders.
According to D. Linn Wiley, President and Chief Executive Officer, "The rights are not designed to prevent an appropriate acquisition of the Company. Rather, the rights and the rights plan should encourage anyone interested in acquiring the Company to negotiate with the Board of Directors prior to attempting an acquisition. We believe that this will assure that all of our shareholders receive fair and equal treatment and are able to receive the long-term value of their investment in the Company."
In accordance with the plan, preferred share purchase rights will be distributed as a dividend at the rate of one right for each common share held of record as of the close of business on July 14, 2000. The rights, which are not immediately exercisable, entitle the holders to purchase one-one thousandth of a share of Series A Preferred Stock at a price of $50.00 upon the occurrence of certain triggering events.
In the event of an acquisition not approved by the Board, each right enables its holder (other than the acquirer) to purchase the Company’s common stock at 50% of the market price. Further, in the event the Company is acquired in an unwanted merger or business combination, each right enables the holder to purchase shares of the acquiring entity at a similar discount. Under certain circumstances, the rights may be exchanged for common shares of the Company. The Board may, in its sole discretion, redeem the rights at any time prior to any of the triggering events. The rights can be exercised and separate rights certificates distributed only if any person acquires 20% or more of the Company’s common shares.
CVB Financial Corp. operates Citizens Business Bank. Citizens Business Bank is the largest bank headquartered in Southern California’s Inland Empire Region. It serves the Inland Empire, Orange County and the San Gabriel Valley regions of California with 30 offices. The Bank has $2.0 billion in assets. Shares of CVB Financial Corp. common stock are listed on the American Stock Exchange under the ticker symbol of CVB.
This document contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including the risk that shareholders will not receive fair and equal treatment in the event of an acquisition of the Company. Actual results could differ materially from those projected as a result of, among other things, a hostile tender offer by a potential acquirer. For a discussion of other factors that could cause actual results to differ, please see the Company’s publicly available Securities and Exchange Commission filings, including its Annual Report on Form 10-K for the year ended December 31, 1999, and particularly the discussion of risk factors within that document.