BayCom Corp signed an Agreement and Plan of Merger to acquire Pacific Enterprise Bancorp for $54.4 million.
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.