California State Bank plans to expand its presence in Orange County through the proposed acquisition of Landmark Bancorp/Landmark Bank.COVINA, Calif.--(BUSINESS WIRE)--July 10, 1995--The board of directors of California State Bank (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 :CSTB CSTB Centre Scientifique et Technique du Batiment (France) CSTB Computer Science and Telecommunications Board (NRC) CSTB Computer Science and Technology Board CSTB Computer Science and Telecommunication Board ), Covina, and Landmark Bancorp (NASDAQ:LMBC LMBC Lady Margaret Boat Club (Cambridge University) LMBC Lawrence Mountain Bike Club (Lawrence, KS) LMBC Lincoln Midwest Ballet Company (Lincoln, NE) ), La Habra La Habra (lə hăb`rə), city (1990 pop. 51,266), Orange co., S Calif.; inc. 1925. A suburb of Los Angeles, La Habra was settled in the 1860s by Basque sheepherders. , Calif., Monday announced the execution of a letter of intent regarding the acquisition of Landmark Bancorp and 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. , Landmark Bank, La Habra, by California State Bank. Under terms of the letter of intent, each share of Landmark Bancorp will receive $19.75 of consideration in the form of $7.75 per share cash and $12 per share of California State Bank common stock valued at the book value of California State Bank immediately prior to closing. The current value of the transaction is approximately $36.8 million. The merger consideration is subject to Landmark Bancorp having total shareholders' equity Shareholders' Equity A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares. of no less than $22.2 million as of year-end 1995. The letter of intent is subject to due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. of the respective parties, which is expected to be accomplished over the next 45 days. In addition, the transaction is subject to the execution of a definitive agreement, appropriate regulatory approvals and the approval of shareholders of California State Bank and Landmark Bancorp. It is anticipated that the transaction shall be closed during the first quarter of 1996, with Landmark Bancorp and Landmark Bank being consolidated into California State Bank. "Our strategy has been to serve business and individual banking customers in the Southern California Southern California, also colloquially known as SoCal, is the southern portion of the U.S. state of California. Centered on the cities of Los Angeles and San Diego, Southern California is home to nearly 24 million people and is the nation's second most populated region, area," said Tom Bishop, chairman and chief executive officer of California State Bank. "This acquisition will significantly expand our existing franchise in Orange County with the addition of six banking offices with more than $220 million in deposits. The combination of the two banking institutions will provide for cost savings and revenue enhancements, which are expected to have a positive impact on California State Bank's future earnings." According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. Landmark Bancorp President and Chief Executive Officer Craig Collette, "The consolidation of the two banking institutions presents significant benefits for Landmark Bank's customers, employees and shareholders. "We are attracted to California State Bank because of its solid banking reputation and the ability to expand banking services throughout Orange County, the San Gabriel Valley The San Gabriel Valley is one of the principal valleys of southern California. It lies to the east of the city of Los Angeles, to the north of the Puente Hills, to the south of the San Gabriel Mountains, and to the west of the Inland Empire. and portions of Riverside and San Bernardino counties. The combination of our two organizations will provide significantly expanded products and services for our customers." It is anticipated that following the consummation of the transaction, Gene Bishop, the current president of California State Bank, will become vice chairman of the board and chief operating officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of the resulting bank, and Collette will serve as the president of the resulting bank. Tom Bishop will continue as chairman of the board and chief executive officer. California State Bank completed two acquisitions in Orange County in 1994 with the acquisition of Bank of Anaheim N.A. and the assumption of certain deposits and the acquisition of certain loans of CommerceBank from the Federal Deposit Insurance Corp. California State Bank has 14 banking offices located in Alhambra, Anaheim, Arcadia, Beaumont, Corona del Mar, Covina, Glendora, Newport Beach, Ontario, Orange, Rancho Cucamonga, Victorville and West Covina. As of June 30, 1995, California State Bank had total assets of $473 million. Landmark Bank operates six banking offices, all within Orange County, which are located in the communities of Anaheim, Brea, La Habra, Lake Forest, La Palma and Placentia. As of June 30, 1995, Landmark Bank had total assets of $240 million. "This transaction underscores our commitment to build a significant banking franchise in Southern California and to generate future increases in earnings through cost savings and revenue enhancements through strategic acquisitions and mergers. Landmark Bancorp/Landmark Bank complements our expansion strategy well," said Tom Bishop. CONTACT: California State Bank, Covina Thomas A. Bishop, 818/915-4424 or Landmark Bancorp/Landmark Bank Craig Collette, 310/694-6537 |
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