Bank of Southern California signed a definitive merger agreement to acquire Bank of Santa Clarita (OTCPK:BSCA) for $51.5 million on April 27, 2021. Pursuant to the merger agreement, Bank of Santa Clarita shareholders will receive 1.00 share of Southern California Bancorp common stock in exchange for each share of Bank of Santa Clarita. The 100% stock transaction is valued at approximately $56.2 million in aggregate, based on a per share value of Southern California Bancorp?s stock of $14.15. The value of the merger consideration will fluctuate based on Southern California Bancorp?s stock price. Giving effect to the transaction, existing shareholders of Southern California Bancorp are expected to own approximately 78.0% of the outstanding shares of the combined company and Bank of Santa Clarita shareholders are expected to own approximately 22.0%. Bank of Santa Clarita Chairman and Chief Executive Officer Frank Di Tomaso will join the Board of Directors of Southern California Bancorp and Bank of Southern California. The transaction is subject to shareholder approval of Southern California and Bank of Santa Clarita and regulatory approvals and satisfaction of customary closing conditions. The transaction is expected to close in the third quarter of 2021. Duane Morris LLP served as legal counsel and Raymond James and Associates provided a fairness opinion to Southern California Bancorp?s Board of Directors. MJC Partners, LLC served as financial advisor and provided a fairness opinion to Bank of Santa Clarita?s Board of Directors and Sheppard, Mullin, Richter & Hampton LLP served as legal counsel.