common stock is less than $20.13 per share and such average closing price also underperforms the KBW Regional Banking Index by 15% or more, subject to CVB Financial Corp.s right to reinstate the The merger agreement permits the parties to terminate the merger agreement prior to the closing of the merger under certain circumstances, including if theĪverage closing price of CVB Financial Corp. The merger consideration will be reduced, on a per share basis, by the sum of the following, if any: (i) a tier 1 capitalĪdjustment of $2.50 for every dollar of adjusted tier 1 capital of Community Bank below $365 million as of the measurement date plus (ii) a total noninterest-bearing deposit adjustment of 45.6% of every dollar of total noninterest-bearingĭeposits of Community Bank below $1.1 billion as of the measurement date plus (iii) a transaction costs adjustment of a dollar for every dollar of certain specified transaction costs of Community Bank that exceeds $6 million. common stock and $56.00 per share in cash, subject to the merger consideration adjustments and other terms andĬonditions set forth in the merger agreement, as further described in the accompanying joint proxy statement/prospectus. Community Bank shareholders will receive fixed consideration consisting of 9.4595 shares of CVB Financial Corp. common stock on the last trading day prior to our public announcement of the merger, and approximately $844.72 million, based on the closing price of CVB Financial Corp. In the proposed merger, Community Bank will merge with and into Citizens Business Bank in a stock and cash transaction valued at approximately $885.2 million,īased on the closing price of CVB Financial Corp. Will benefit from the combination of two complementary banking institutions with similar core values and corporate cultures that will enhance the combined companys ability to generate profitable growth and long-term shareholder value. We believe that the shareholders of both CVB Financial Corp. The merger agreement, which is attached as Annex A to the accompanying joint proxy statement/prospectus, sets forth theīased on financial results as of December 31, 2017 and including anticipated merger adjustments to occur at the time ofĬlosing, the combined company will have approximately $12.4 billion in total assets, $7.5 billion in gross loans, $9.4 billion in deposits, and $1.8 billion in equity. and Community Bank, which will each be held on June 21, 2018. Respective special shareholder meetings of CVB Financial Corp. We are sending our respective shareholders this document to ask for approval of the principal terms of the merger agreement at the Before we canĬomplete the merger, we must obtain the approval of the shareholders of CVB Financial Corp. PROPOSED MERGERYOUR VOTE IS VERY IMPORTANTĬorp., Citizens Business Bank and Community Bank have approved an agreement (the merger agreement) for the merger of Community Bank with and into Citizens Business Bank, a wholly-owned subsidiary of CVB Financial Corp.
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