Community Bancorp Announces Acquisition of Bank of Commerce of Henderson, Nev.LAS VEGAS Las Vegas (läs vā`gəs), city (1990 pop. 258,295), seat of Clark co., S Nev.; inc. 1911. It is the largest city in Nevada and the center of one of the fastest-growing urban areas in the United States. -- Community Bancorp (Nasdaq:CBON) today announced the signing of a definitive agreement to acquire all of the common stock and equivalents of Henderson, Nev.-based Bank of Commerce for approximately $40 million in cash and stock. Bank of Commerce, founded in 1997, is a commercial bank with assets of $167 million as of March 31, 2005, and three branches serving the communities of Las Vegas and Henderson. Shareholders of Bank of Commerce will have the option to receive cash, shares of Community Bancorp common stock, or a combination subject to an aggregate consideration limit of 50% stock and 50% cash. The acquisition has been approved by the board of directors of each company and is expected to be immediately accretive to Community Bancorp's earnings per share. Upon consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the transaction, Bank of Commerce will be merged into Community Bank of Nevada under the holding company, Community Bancorp. The combined institution will have approximately $800 million in assets and nine branches serving the growing communities of Clark County Clark County is the name of twelve counties in the United States of America:
"This transaction is very exciting to us as it broadens the scope of our franchise while adding a very attractive customer base. Bank of Commerce has been extremely successful in attracting and servicing high-quality customers and we are looking forward to continuing that exceptional service to the combined customer base with a broader set of products and services," said Ed Jamison, president and chief executive officer of Community Bancorp. This is the first acquisition for Community Bancorp, and the transaction follows the company's recent initial public offering of common stock in December 2004. The merger will further enhance Community Bancorp's presence as the largest community-based bank focused solely on the $27+ billion deposit Las Vegas marketplace. The Las Vegas market continues to lead the nation in both population growth and economic development. 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. the U.S. Census Bureau Noun 1. Census Bureau - the bureau of the Commerce Department responsible for taking the census; provides demographic information and analyses about the population of the United States Bureau of the Census , Nevada is projected to be the fastest-growing state in the nation with the population expected to grow by 114% by 2030 compared to the national average of 29%. "We are very pleased to be joining the Community Bank of Nevada family," commented Richard Robinson
Sir Richard Atkinson Robinson , chairman and chief executive officer of Bank of Commerce. "This transaction is an excellent opportunity for our customers, shareholders and employees to become part of a combined organization that is the premier independent bank serving our market." The merger is subject to the approval of the shareholders of Bank of Commerce, the receipt of necessary regulatory approvals and other customary closing conditions. The merger is expected to be completed late in the third quarter or early in the fourth quarter of 2005. About Community Bancorp Community Bancorp is a bank holding company headquartered in Las Vegas, with $634 million in assets as of March 31, 2005. Through its five full-service banking offices they provide commercial banking services, including real estate, construction and commercial loans, to small and medium-sized businesses. Community Bank of Nevada plans to open a new branch in 2005 in southern Clark County. About Bank of Commerce Since 1999, Bank of Commerce has worked to enhance the quality of life in southern Nevada by recognizing and meeting the banking and credit needs of the community it serves. Locally owned and operated, Bank of Commerce has expanded to three locations in Las Vegas and Henderson. Their focus is handling the banking needs of small to midsize businesses. 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. Statements concerning future performance, developments or events, expectations for growth and income forecasts, and any other guidance on future periods, constitute forward-looking statements that are subject to a number of risks and uncertainties. Actual results may differ materially from stated expectations. Specific factors include, but are not limited to, loan production, balance sheet management, the economic condition of the Las Vegas market, net interest margin, the ability to control costs and expenses, interest rate changes and financial policies of the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. government and general economic conditions. Additional information on these and other factors that could affect financial results are included in our Securities and Exchange Commission filings. When used in this release, the words or phrases such as "will likely result in," "management expects that," "will continue," "is anticipated," "estimate," "projected," or similar expressions, are intended to identify "forward-looking statements" within the meaning of 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 ("PSLRA PSLRA Private Securities Litigation Reform Act PSLRA Public Service Labour Relations Act (Canada) "). Readers should not place undue reliance on the forward-looking statements, which reflect management's view only as of the date hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" . The company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or . This statement is included for the express purpose of protecting Community Bancorp within PSLRA's safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions. Securities Law Matters This news release may be deemed to be 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 material in respect to the proposed transaction between Community Bancorp and Bank of Commerce pursuant to an Agreement to Merge and Plan of Reorganization, dated as of May 19, 2005, by and among Community Bancorp, Community Bank of Nevada and Bank of Commerce (the "Agreement"). Filing of this news release is being made in connection with Rules 165 and 425 promulgated prom·ul·gate tr.v. prom·ul·gat·ed, prom·ul·gat·ing, prom·ul·gates 1. To make known (a decree, for example) by public declaration; announce officially. See Synonyms at announce. 2. by the Securities and Exchange Commission ("SEC"). In connection with the proposed transaction, Community Bancorp will file with the SEC a registration statement on SEC Form S-4. The registration statement will contain a proxy statement/prospectus which will describe the proposed transaction and its proposed terms and conditions. Shareholders of Bank of Commerce are encouraged to read the registration material and proxy statement/prospectus because these documents will contain important information about the transaction. A copy of the Agreement will be filed in the near future with the SEC as an exhibit to Community Bancorp's 8-K, a separate filing from the Form S-4. The registration statement, the Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. and all other documents filed with the SEC in connection with the transaction will be available for free when filed, both on SEC's Web site (www.sec.gov) or by contacting Cathy Robinson, Executive Vice President and Chief Financial Officer, Community Bancorp, 400 S. 4th St., Las Vegas, NV 89101. Additionally, all forms filed with the SEC and additional shareholder information is available free of charge on Community's Web site: www.communitybanknv.com. Community posts these reports to its Web site as soon as reasonably practicable practicable adj. when something can be done or performed. after filing them with the SEC. None of the information on or hyperlinked from Community's Web site is incorporated into this press release. |
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