Humboldt Bancorp and California Independent Bancorp Announce Consideration for Merger.Business Editors ROSEVILLE, Calif.--(BUSINESS WIRE)--Dec. 30, 2003 Humboldt Bancorp (Nasdaq:HBEK) and California Independent Bancorp (Nasdaq:CIBN) today jointly announced that the measurement period to determine the merger consideration to be paid for each share of California Independent common stock ended on December 29, 2003. The average closing price for Humboldt Bancorp common stock for the twenty trading day In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. period from December 1, 2003 through December 29, 2003 was $17.66 per share. In accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the terms of the Agreement and Plan of Merger, dated August 11, 2003, by and between Humboldt and California Independent, California Independent shareholders may elect to receive either $38.79 per share in cash or 2.1965 shares of Humboldt Bancorp common stock for each share of California Independent common stock. All elections are subject to pro-ration in accordance with the terms of the Agreement and Plan of Merger, and California Independent shareholders that do not make any election will receive cash, Humboldt common stock or cash and Humboldt common stock in exchange for their shares, depending on the allocation The apportionment or designation of an item for a specific purpose or to a particular place. In the law of trusts, the allocation of cash dividends earned by a stock that makes up the principal of a trust for a beneficiary usually means that the dividends will be treated as of cash and Humboldt common stock among shareholders making elections. California Independent Bancorp shareholders must return letters of transmittal and forms of election, properly completed in accordance with the instructions, to the exchange agent (Illinois Stock Transfer Company) by 5:00 p.m. Pacific Time on January 5, 2004. Additional letters of transmittal and forms of election can be requested from Illinois Stock Transfer Company at 800-757-5755. The merger is expected to be completed on January 6, 2004. Humboldt Bancorp is the bank holding company for Humboldt Bank, its principal operating subsidiary An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity and rolling stock. , through which it offers business and consumer banking services at 18 locations, including Humboldt Bank's Tehama Bank and Capitol Capitol, seat of the U.S. Congress Capitol, seat of the U.S. government at Washington, D.C. It is the city's dominating monument, built on an elevated site that was chosen by George Washington in consultation with Major Pierre L'Enfant. Valley Bank divisions. For additional information, visit www.humboldtbancorp.com. This news release includes 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. within the meaning of Section 27A of the Securities Act of 1933, as amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. , and Section 21E of the Exchange Act of 1934, as amended and Humboldt and California Independent intend for such forward-looking statements to be covered by the 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 for forward-looking statements contained 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. These forward-looking statements describe the companies' expectations regarding future events and developments, including that all conditions required to close the merger will be met. Future events are difficult to predict, and the expectations described above are necessarily subject to risk and uncertainty that may cause actual results to differ materially and adversely. In addition, discussions about risks and uncertainties are set forth from time to time in the companies' publicly available Securities and Exchange Commission filings. The companies undertake 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 . The foregoing may be deemed to be offering materials of Humboldt and California Independent in connection with Humboldt's proposed acquisition of California Independent, on the terms and subject to the conditions in the Agreement and Plan of Merger, dated August 11, 2003, between Humboldt and California Independent. This disclosure is being made in connection with Regulation of Takeovers and Security Holder Communications (Release Nos. 33-7760 and 34-42055) adopted by the Securities and Exchange Commission ("SEC"). Humboldt and California Independent shareholders and other investors are urged to read the joint proxy statement/prospectus included in the registration statement on Form S-4, as amended, which Humboldt filed with the SEC in connection with the proposed merger, because it contains important information about Humboldt, California Were you looking for:
Patrick J. Rusnak Kevin Watson Chief Financial Officer Chief Financial Officer Humboldt Bancorp California Independent Bancorp 2998 Douglas Boulevard, Suite 330 1227 Bridge Street, Suite C Roseville, CA 95661 Yuba City, CA 95991 prusnak@humboldtbancorp.com kevinw@frsb.com In addition to the registration statement and joint proxy statement/prospectus, Humboldt and California Independent file annual, quarterly and special reports, proxy statements 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. and other information with the SEC. You may read and copy any reports, statements or other information filed by either company at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's other public reference rooms in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of and Chicago. Please call the SEC at 800-SEC-0330 for further information on the public reference rooms. Humboldt and California Independent filings with the SEC are also available to the public from commercial document-retrieval services and on the SEC's web site at http://www.sec.gov. |
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