President and President and
Chief Executive Officer Chief Executive Officer
(909) 980-4030 (818) 557-5616
Ontario, California, January 18, 2002. (NASDAQ:CVBF) D. Linn Wiley, President and Chief Executive Officer of CVB Financial Corp. and its principal subsidiary, Citizens Business Bank, and Jerome E. Farley, President and Chief Executive Officer of Western Security Bancorp and its principal subsidiary, Western Security Bank, NA, jointly announced that the two financial institutions have executed a definitive agreement and plan for reorganization. This agreement provides for Western Security Bancorp to merge with and into Citizens Business Bank and for Western Security Bank, NA, to merge with and into Citizens Business Bank. Citizens Business Bank will represent the continuing operation.
The definitive agreement provides that each share of Western Security Bancorp will be converted into a prorata portion of 1.2 times Western Security Bancorp adjusted book value or $8.50 per share, whichever is greater. The transaction will be handled under purchase accounting. The transaction is subject to shareholder and regulatory approval. It is expected to be completed in the second quarter of 2002.
“We are delighted to have this opportunity to associate with Western Security Bank, and to expand our presence into the San Fernando Valley. The Bank is a complement to our existing franchise and our business and professional banking strategy,” stated D. Linn Wiley.
Western Security Bank was established in 1984. They have one office in Burbank, California. The Bank had total assets of $141.0 million, total deposits of $120.7 million and total loans of $96.2 million as of December 31, 2001.
Citizens Business Bank has 31 offices located throughout San Bernardino, Riverside, Los Angeles, Orange and Kern Counties. CVB Financial Corp had total assets of $2.5 billion, total deposits of $1.9 billion and total loans of $1.2 billion as of December 31, 2001.
“Our Board of Directors is pleased to join with Citizens Business Bank. They are a premier performing bank with an exceptional record for serving their customers. Citizens Business Bank will be an outstanding addition to our business community,” commented Jerome Farley.
Citizens Business Bank is one of the largest community banks in Southern California. They specialize in providing the full scope of financial services to business and professional clientele. CVB Financial Corp. is traded on the NASDAQ under the ticker symbol CVBF.
This press release contains statements which constitute forward looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. Actual results may differ materially from the results discussed in these forward looking statements. Factors that might cause such a difference include, but are not limited to, when and if the proposed merger is consummated, expected cost savings from the merger not being fully realized, revenues following the merger being lower than expected and costs of difficulties related to the integration of CVB Financial Corp. and Western Security Bancorp being greater than expected. In addition, other risks are detailed in the CVB Financial Corp. reports filed with the Securities and Exchange Commission, including their Annual Report on form 10K for the year ended December 31, 2000.