Beverly Hills Bancorp Inc. Announces Tender Offer for 2,750,000 Shares of its Common Stock.CALABASAS, Calif. -- Beverly Hills Beverly Hills, city (1990 pop. 31,971), Los Angeles co., S Calif., completely surrounded by the city of Los Angeles; inc. 1914. The largely residential city is home to many motion-picture and television personalities. Bancorp Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :BHBC) (the "Company") announced today that it had commenced a tender offer for the repurchase of up to 2,750,000 shares of its common stock, or approximately 12.8% of its outstanding common stock. The tender offer will expire at 5:00 p.m. Eastern time on Monday, August 14, 2006. E[acute accent acute accent n. A mark (´) indicating: a. that a vowel is close or tense, as é in French été. b. that a vowel or syllable has a high or rising pitch, as in Chinese or Ancient Greek. c. ]The Company is making the tender offer through a procedure commonly referred to as a modified "Dutch auction Dutch Auction An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price. Notes: The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities. ." This procedure allows each stockholder to select the price, within the range of $9.00 to $9.50 per share, at which the stockholder is willing to sell all or a portion of his or her shares to the Company. E[acute accent]Based on the number of shares of common stock tendered and the prices specified by the tendering stockholders, the Company will select the lowest per-share price within the specified range that would allow it to purchase 2,750,000 shares (or any lesser number of shares that are properly tendered). All shares will be purchased at the same price, including shares tendered at a lower price. Shareholders whose shares are purchased in the tender offer will be paid in cash, without interest, promptly after expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the offer. E[acute accent]If the Company purchases all 2,750,000 shares at $9.50 per share, the total purchase would be $26.1 million. The Company intends to finance the repurchase of its stock primarily with the proceeds from the issuance of $20 million of trust preferred securities in May 2006. E[acute accent]The tender offer will be made pursuant to the Offer to Purchase dated July 14, 2006 and related materials, which are being mailed today to all shareholders of record of the Company. The Information Agent is Keefe, Bruyette & Woods, Inc., and any questions or requests for documents or forms related to the offer should be directed to Keefe, Bruyette & Woods, Inc. at 877-298-6520 (toll free). E[acute accent]A Special Committee of the Company's Board of Directors approved the tender offer. However, neither the Special Committee, the Company's Board of Directors nor the Information Agent makes any recommendation to shareholders whether to tender or refrain from tendering their shares, or as to the price or prices at which they may choose to tender their shares. E[acute accent]This press release is for informational purposes only and is not an offer to buy or a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to sell any shares. The offer is being made solely by the Offer to Purchase and related materials, which contain important information regarding the tender offer, including the terms and conditions of the offer and instructions on how to tender shares. Shareholders are urged to carefully read the Offer to Purchase and related materials. E[acute accent]Beverly Hills Bancorp Inc. is a financial holding company that conducts banking operations through its 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. , First Bank of Beverly Hills, with branch offices located in Beverly Hills and Calabasas, California Calabasas is a city in Los Angeles County, California, in the western United States. As of the 2000 census, the city population was 23,123. The city was formally incorporated in 1991. . E[acute accent]For further information, please see our website (www.bhbc.com) for our related communications. E[acute accent]This release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . These forward-looking statements are not historical facts but rather are based on current expectations, estimates, and projections about our industry, our beliefs and our assumptions. Words such as "may," "will," "anticipates," "expects," "intends," "plans," "believes," "seeks" and "estimates" and variations of these words and similar expressions are intended to identify forward-looking statements. The Company's actual results may differ materially from those projected in these forward-looking statements as a result of a number of factors, including, but not limited to, the condition of the real estate market, the availability and conditions of financing for loan pool acquisitions, mortgage-backed securities Mortgage-backed securities (MSBs) Securities backed by a pool of mortgage loans. and other financial assets Financial assets Claims on real assets. as well as interest rates. Readers of this release are cautioned not to place undue reliance on these forward-looking statements. |
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