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1st Pacific Bancorp Announces Definitive Agreement to Acquire Landmark National Bank.


SAN DIEGO San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay.  -- 1st Pacific Bancorp (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:FPBN), the parent company of 1st Pacific Bank of California The Bank of California was founded in San Francisco, California on July 5, 1864 by William Chapman Ralston. It was the first commercial bank in the Western United States, the second-richest bank in the nation, and considered instrumental in developing the American Old West. , and Landmark National Bank (OTCBB:LMRK) today announced they have entered into a definitive agreement for the merger of Landmark National into 1st Pacific Bank, in a cash and stock transaction valued at approximately $24.6 million. The merger solidifies 1st Pacific as the largest, publicly traded community business bank headquartered in San Diego.

Under the terms of the merger agreement, which has been unanimously approved by both companies' boards of directors, Landmark National shareholders will have the option to receive either $12.45 in cash or 0.778125 shares of 1st Pacific common stock for each share of Landmark National common stock, provided that the resulting mix of consideration is such that approximately 65 percent of Landmark National shares receive 1st Pacific common stock. The transaction is subject to regulatory approvals and approval by shareholders of both institutions and is expected to close in the late second quarter or early third quarter of 2007.

"Landmark National is a strong institution with the same target market and customer-driven focus that we emphasize at 1st Pacific," said Vince Siciliano Si`ci`li`a´no

n. 1. A Sicilian dance, resembling the pastorale, set to a rather slow and graceful melody in 12-8 or 6-8 measure; also, the music to the dance.
, president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of 1st Pacific Bancorp. "This acquisition expands and strengthens our presence throughout San Diego and allows us to serve our growing customer base with larger lending limits and increased services while retaining our focus on building personal customer relationships. The product lines of each company are complementary; the combination should provide the resources and synergy to accelerate our growth and enhance our position as San Diego's leading business bank."

Based upon financial data for 1st Pacific and Landmark National as of December 31, 2006, the combined company will have approximately $450 million in total assets, $360 million in deposits, $350 million in loans and a market capitalization Market Capitalization

A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap.
 of approximately $80 million.

"We are pleased to be joining with 1st Pacific Bank, which is emerging as the leading local business bank in San Diego due to its resources, network, experienced team and excellent client service," said Rick Mandelbaum, chief executive officer and president for Landmark National Bank. "This transaction provides our shareholders with the opportunity to hold shares in the premier community business bank in San Diego County."

1st Pacific will keep all of Landmark National's branches open, and will continue to operate Landmark's office two days a week at the White Sands White Sands, uninhabited desert area, S central N.Mex. It is a center for U.S. military-weapons research and testing. On July 16, 1945, the first atomic bomb was exploded at Holloman Air Force Base (formerly Alamogordo Air Base).  of La Jolla La Jolla (lə hoi`yə), on the Pacific Ocean, S Calif., an uninc. district within the confines of San Diego; founded 1869. The beautiful ocean beaches, in particular La Jolla shores and Black's Beach, and sea-washed caves attract visitors and  Retirement Community. The proforma company will operate seven branches.

About 1(st )Pacific Bancorp

1st Pacific Bancorp is the holding company for 1st Pacific Bank of California, San Diego's largest publicly owned Publicly owned can refer to:
  • Public company, a company which is permitted to offer its securities (stock, bonds, etc.) for sale to the general public, typically through a stock exchange
  • Public ownership, of government-owned corporations
 community business bank. The bank offers a full complement of business products and services to meet the financial needs of professional firms, small to mid-sized businesses, their owners and the people who work there. Offices are located in the Golden Triangle Golden Triangle can refer to:
  • Geographical areas:
  • Golden Triangle (Southeast Asia), golden for its opium production
 area of La Jolla, in the Tri-Cities area of Oceanside, in Mission Valley, in Inland North County, and at its newest office in El Cajon El Cajon (ĕl kähōn`), city (1990 pop. 88,693), San Diego co., S Calif.; inc. 1912. Electronic equipment, aircraft parts, irrigation equipment, furniture, and men's suits are among its manufactures. . The bank opened Nov. 17, 2000 after raising $11.5 million in an initial public offering. For additional information, visit the Company's web site at www.1stpacbank.com.

About Landmark National Bank

Landmark National Bank offers traditional full-service banking to individual customers, professionals and small- and medium-sized businesses. In addition to a variety of deposit accounts and cash management services, the Bank offers a mix of loan products that include commercial, professional and industrial lending packages, as well as Small Business Administration loans and consumer, installment, home equity, construction and real estate loans.

Forward-looking Statements

Certain statements in this press release, including statements regarding the anticipated impact of merged operations, growth and customer base, represent the intent, belief or current expectations of 1st Pacific Bancorp and Landmark National Bank and are "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to the possibility that personnel changes will not proceed as planned; the planned merger and relative cost savings cannot be realized or realized within the expected time frame; revenues are lower than expected; the integration of Landmark National Bank's business costs more, takes longer or is less successful than expected; 1st Pacific Bancorp's ability to obtain the cash required to consummate the transaction, or to achieve expected synergies and operating efficiencies within expected time-frames or at all, or to successfully integrate Landmark National Bank's operations; regulatory approvals for the proposed merger cannot be obtained on the terms expected or on the anticipated schedule; and those discussed in filings by 1st Pacific Bancorp with the Securities and Exchange Commission, 1st Pacific Bank of California with the Federal Reserve Board and by Landmark National Bank with the Office of the Comptroller of the Currency The Office of the Comptroller of the Currency (or OCC) was established by the National Currency Act of 1863 and serves to charter, regulate, and supervise all national banks and the federal branches and agencies of foreign banks in the United States. . 1st Pacific Bancorp, Inc. undertakes no obligation to update or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Investors and security holders are urged to carefully review and consider 1st Pacific Bancorp's public filings with the SEC, 1st Pacific Bank of California's public filings with the Federal Reserve Board, and Landmark National Bank's public filings with the Office of the Comptroller of the Currency, including but not limited to the appropriate Annual Reports on Form 10-KSB for the year ended December 31, 2005 and Quarterly Reports on Form 10-Q Form 10-Q

See 10-Q.
 or 10-QSB for the reporting periods of 2006.

The documents filed by 1st Pacific Bancorp with the SEC and by 1st Pacific Bank of California with the Federal Reserve Board may be obtained free of charge at www.1stpacbank.com. Those on file with the SEC may be obtained free of charge on the SEC's website at www.sec.gov, and those on file with the Federal Reserve Board may be obtained at Division of Banking Supervision and Regulation, Board of Governors of the Federal Reserve System Board of Governors of the Federal Reserve System

The managing body of the Federal Reserve System, which sets policies on bank practices and the money supply.
, 20th Street and Constitution Avenue, NW, Washington, DC 20551, or at the Federal Reserve Bank of San Francisco The Federal Reserve Bank of San Francisco is the federal bank for the twelfth district in the United States. The twelfth district is made up of nine western states—Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Utah, and Washington—plus American Samoa,  at 101 Market Street, San Francisco, California Coordinates:  Market Street is a major street and important thoroughfare in San Francisco, California.  94105. These documents may also be obtained free of charge from 1st Pacific Bancorp by requesting them in writing to 1st Pacific Bancorp, 4275 Executive Square, Suite 650, La Jolla, California 92037; Attention: Investor Relations Investor relations

The process by which the corporation communicates with its investors.
, or by telephone at (858) 875-2000.

The documents filed by Landmark National Bank may be obtained from Securities, Investments, and Fiduciary Practices Division, Office of the Comptroller of the Currency, 250 E Street, SW, Washington, DC 20219. These documents may also be obtained free of charge from Landmark National Bank by requesting them in writing to Landmark National Bank, 937 Lomas Santa Fe Drive, Solana Beach, California Solana Beach is a city in San Diego County, California, United States. The population was 12,979 at the 2000 census. Geography
Solana Beach is located at  (32.995393, -117.260380)GR1.
 92075, Attention: Investor Relations, or by telephone at Phone: (858) 509-2700.

This press release may be deemed to be solicitation material in respect of the proposed merger of Landmark National Bank with and into 1st Pacific Bank of California, a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of 1st Pacific Bancorp. 1st Pacific Bancorp intends to file a registration statement including a joint proxy statement/prospectus and other documents regarding the proposed acquisition with the SEC. Before making any voting or investment decision, investors and security holders of either 1st Pacific Bancorp or Landmark National Bank are urged to carefully read the entire registration statement and proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The directors and executive officers of 1st Pacific Bancorp and Landmark National Bank may be deemed to be participants in the solicitation of proxies from their respective shareholders. Information regarding the participants and their security holdings can be found in the Form S-4 filed by 1st Pacific Bancorp on November 9, 2006, and in the 2005 Annual Report on Form 10-KSB filed by Landmark National Bank with the Office of the Comptroller of the Currency, and in the joint proxy statement/prospectus when it is filed with the SEC. A definitive proxy statement will be sent to the shareholders of each institution seeking shareholder approvals. Investors and security holders will be able to obtain the registration statement and proxy statement free of charge from 1st Pacific Bancorp or Landmark National Bank by writing to the addresses provided for each institution set forth in the paragraphs above.
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Publication:Business Wire
Date:Feb 23, 2007
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