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VALLICORP ANNOUNCES COMPLETION OF MERGER WITH PACIFIC BANCORPORATION; UNDERWRITERS EXERCISE OVER-ALLOTMENT OPTION ON RECENT EQUITY OFFERING

 FRESNO, Calif., Nov. 9 /PRNewswire/ -- ValliCorp Holdings, Inc. (NASDAQ-NMS: VALY) -- California's largest multi-bank holding company headquartered in the San Joaquin Valley -- today announced the closing of its merger with Pacific Bancorporation (PABC) effective Nov. 5, 1993. Pacific Bancorporation was merged into ValliCorp Holdings, Inc. and an application has been filed with the SEC to delist the shares of Pacific common stock. Regarding its recently completed public offering of 1.5 million common shares, ValliCorp also announced that its underwriters exercised their over-allotment option to purchase 225,000 shares of ValliCorp common stock.
 The indicated value of the merger transaction was approximately $12 million based on the value of ValliCorp common stock as of the date of the Amended and Restated Merger Agreement in January 1992. The terms of the merger included the issuance of approximately 1.5 million shares of ValliCorp common stock issued to Pacific shareholders, of which 1.2 million shares were exchanged at a ratio of 0.80 ValliCorp common share for each Pacific common share outstanding on Nov. 5, 1993.
 Just prior to the merger, options for 106,727 shares of Pacific common stock were exercised by employees and directors for a total consideration of $648,000. Additionally, the $3.5 million of Pacific Exchange (Preferred) Stock, inclusive of accumulated dividends, will be retired through the issuance of 330,000 shares of ValliCorp common stock in exchange for $2.7 million of Pacific Exchange Stock and the payment of $741,000 for the balance of the preferred stock class.
 On Oct. 28, 1993, ValliCorp's underwriters, Montgomery Securities and Van Kasper & Co., exercised their over-allotment option to acquire 225,000 shares of the company's common stock at $13.50 per share. This option was exercised pursuant to an underwriting agreement relative to a recently completed public offering of 1.5 million shares of its common stock in October 1993. The total offering, including the over-allotment shares, provided approximately $21.5 million of net proceeds to consummate the Pacific merger, for general corporate purposes and for possible future acquisitions.
 The company will have approximately 7.6 million shares outstanding taking into account the recently completed common stock offering and the shares being issued in the Pacific merger.
 ValliCorp Holdings, Inc. had assets in excess of $750 million at the merger date and is the largest independent multi-bank holding company headquartered in the San Joaquin Valley. The company's asset base ranks it as one of the top 20 bank holding companies domiciled in the state of California. The company's primary subsidiaries are Bank of Fresno, Merced Bank of Commerce and Community First Bank. ValliCorp's common stock is traded on the NASDAQ National Market System under the symbol VALY.
 -0- 11/9/93
 /NOTE TO EDITORS: Receive the latest information about ValliCorp via FAX, no cost: 1-800-PRO-INFO, code 161./
 /CONTACT: At ValliCorp: Wolfgang T.N. Muelleck, executive VP/CFO,


209-221-4483; at FRB Chicago: Gary Strong or Nick Farina (General Info), 312-266-7800; also at FRB, Lillian Armstrong (Analyst), 415-986-1591, or Regina Ryan (Analyst), 212-661-8030/
 (VALY)


CO: ValliCorp Holdings, Inc.; Pacific Bancorporation ST: California IN: FIN SU: TNM

JS -- NY108 -- 2396 11/09/93 15:57 EST
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Publication:PR Newswire
Date:Nov 9, 1993
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