BayCom Corp (NasdaqGS:BCML) signed an Agreement and Plan of Merger to acquire Pacific Enterprise Bancorp (OTCPK:PEBN) for $54.4 million on September 7, 2021. Based on the closing price of the Company's common stock of $17.28 on September 3, 2021, the aggregate consideration being paid to PEB shareholders is approximately $53.1 million, or $17.78 per share of PEB common stock. Upon consummation of the merger, each PEB shareholder will receive 1.0292 shares of BayCom common stock in exchange for each share of PEB common stock. In total, PEB shareholders will own approximately 22.4% of the outstanding shares of BayCom's common stock immediately following the consummation of the transaction. Under the terms of the Merger Agreement, PEB will be merged with and into BayCom. The agreement also calls for the merger of Pacific Enterprise Bank with and into United Business Bank. Upon closing of the transaction, Pacific Enterprise Bank's Chairman of the Board, Dennis Guida, will join the United Business Bank board of directors. The directors and executive officers of PEB and BayCom have entered into agreements pursuant to which they have committed to vote their respective shares, which represent approximately 14.5% and 7.8 % of PEB's and BayCom's issued and outstanding common stock, respectively, in favor of the transaction. In case of termination, PEB will pay BayCom an amount equal to $2.5 million. At December 31, 2021, PEB had approximately $518.5 million in assets, $429.7 million in loans, $403.4 million in deposits and $64.8 million in stockholders' equity.

The transaction is subject to customary closing conditions, including regulatory approval, and approvals by the shareholders of both BayCom and PEB, The shares of BayCom Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq and The Form S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC, Third Party Consents and Dissenting Shares shall be less than ten percent (10%) of the issued and outstanding shares of PEB Common Stock. A special meeting of the shareholders of BayCom will be held on December 13, 2021. As of December 13, 2021, the transaction was approved by shareholders of BayCom and Pacific Enterprise.

The transaction is expected to close in the first quarter of 2022. The Merger Agreement was approved by the boards of directors of BayCom and PEB. As of November 23, 2021, BayCom has received all regulatory clearances for its proposed merger with Pacific Enterprise Bancorp. The Board of Governors of the Federal Reserve System and the California Department of Financial Protection and Innovation have provided final clearance for the pending merger of BayCom Corp and PEB, as well as the merger of PEB's bank subsidiary, Pacific Enterprise Bank, into BayCom's bank subsidiary, United Business Bank. BayCom anticipates this transaction will be accretive to earnings (before merger costs) and tangible book value in the first year of combined operations.

Dave Muchnikoff of Silver, Freedman, Taff & Tiernan LLP acted as the legal advisor and Greg Gersack of Janney Montgomery Scott LLC acted as the financial advisor to BayCom and United Business Bank. Joshua A. Dean of Sheppard Mullin Richter & Hampton LLP acted as the legal advisor and Dan Pake of Hovde Group, LLC acted as the financial advisor to PEB and will be paid a fee of $531,000. and Pacific Enterprise Bank. Georgeson served as proxy solicitor of Pacific Enterprise Bancorp and will be paid a fee of $10,000. Pacific Stock Transfer Company served as transfer agent for BayCom. American Stock Transfer & Trust Company, LLC served as a transfer agent for PEB. Janney Montgomery Scott LLC also served as a fairness opinion provider for BayCom. Janney will receive a fee as a financial advisor in an amount equal to $125,000 and also received a $25,000 fee from BayCom for rendering its opinion. Janney Montgomery Scott LLC also served as a fairness opinion provider for BayCom.

BayCom Corp (NasdaqGS:BCML) completed the acquisition of Pacific Enterprise Bancorp (OTCPK:PEBN) on February 1, 2022.