FULLERTON, Calif.--(BUSINESS WIRE)--RMG Capital Corporation (“RMG”) (Pink sheets: RMGC) and Opus Bank announced today that they have entered into a merger agreement pursuant to which Opus Bank will acquire RMG and its bank subsidiary, Fullerton Community Bank (collectively “Fullerton”), in an all cash transaction. Under the terms of the agreement, Opus Bank will pay a total of $50 million in cash to the holders of RMG’s common stock. The RMG, Fullerton, and Opus Bank Boards of Directors have unanimously approved the terms of the agreement and voted in favor of the transaction. The terms of the merger agreement also call for Opus Bank to assume all of RMG’s obligations with respect to trust preferred securities issued by RMG’s trust subsidiaries and the outstanding series of RMG preferred stock, which series is to be redeemed in accordance with its terms.
The transaction values each share of RMG common stock at $17.47, which represents a 1.32 multiple of RMG’s tangible book value as of March 31, 2011. Subject to customary closing conditions, including the approval of RMG’s shareholders and Opus Bank’s regulatory agencies, the transaction is expected to close in the fourth quarter of 2011. Occurring simultaneously with the completion of the acquisition, RMG Capital Corporation and Fullerton Community Bank will be merged with and into Opus Bank. Additionally, concurrent with the close of the transaction, the Opus Community Foundation intends to award grants to local non-profit organizations in the communities served by Fullerton Community Bank.
Thomas E. Meyer, Chairman, Chief Executive Officer, and President of RMG Capital Corporation, commented, “I believe this sale to Opus Bank provides a tremendous value to our shareholders, clients, banking team, and communities. This transaction demonstrates RMG’s commitment to enhancing shareholder value and to our shared vision of making a difference and impacting the economic turnaround in Southern California. Our clients and communities will benefit from Opus Bank’s existing Southern California locations, strong capital base, and anticipated growth throughout the Western region.” Meyer added, “In merging into and becoming a part of Opus Bank, our highly regarded and experienced team of bankers will now be able to serve both our current and new clients and communities with additional resources that will be supported by a significant capital base. I am thrilled to begin diving into all of the opportunities that this combination provides to our team and community. This transaction will position our team to once again provide vital capital funding, expanded banking and depository products and services to business owners, entrepreneurs, and personal clients throughout the markets we serve.” Meyer concluded, “Our full board of directors is deeply inspired by the philanthropic commitment to community that Opus Bank and the Opus Community Foundation continue to display. They have a proven track record of willfully and passionately leading and setting a corporate example of ‘giving back’ to those in need, having already this year awarded nearly 30 grants to so many great organizations throughout Southern California.”
Stephen H. Gordon, founding Chairman, Chief Executive Officer and President of Opus Bank, stated, “The acquisition of Fullerton Community Bank is consistent with our long-term plan to build a relationship-based, super-regional bank with a community bank approach, which provides high quality banking products and services to clients in major metropolitan markets up and down the West Coast. Since its founding in 1927, Fullerton has consistently displayed both a financial and philanthropic commitment to its clients and communities as it successfully transitioned from its initial roots as a savings institution into a relationship and community-based commercial business bank.” Gordon added, “As we opportunistically acquire financial institutions to complement our organic growth, we look to partner with those institutions that have a long and respected heritage and a philosophical approach to banking consistent with that of Opus Bank. The founders, board members, executive management teams, and employees of both Fullerton Community Bank and Opus Bank share a common mission to provide much needed capital funding and liquidity into our local economies, thereby enabling revenue, income, and job growth. We believe that this liquidity is the critical addition that is necessary to drive the revitalization of our communities. The acquisition of Fullerton, along with its highly regarded team of commercial business bankers and SBA relationship bankers, will positively contribute to our previously announced commitment to provide approximately $2.3 billion of capital funding to small and middle market businesses in the Western region.”
The combined company will have a Southern California deposit franchise consisting of 13 full service banking offices, with eight banking offices in northern Orange County and five offices located in the South Bay area of Los Angeles County. Opus Bank previously announced the signing of leases for seven new banking offices located in the Southern California communities of Encino, Beverly Hills, West Los Angeles, Corona del Mar, Newport Coast, Irvine, and La Jolla. Additionally on March 4, 2011, Opus Bank announced that it entered into a definitive agreement to acquire Cascade Financial, and its bank subsidiary Cascade Bank; an Everett, Washington-based, 97-year-old community bank comprised of $1.5 billion of total assets, $1.0 billion of total loans, $1.0 billion of total deposits, and 22 banking offices in the Seattle Puget Sound metropolitan region. At year-end, on a pro forma basis after the close of the acquisitions of Cascade Bank and RMG, Opus Bank is expected to have nearly $3.0 billion of total assets and operate 42 banking offices on the West Coast.
RMG/Fullerton was advised in this transaction by its financial advisor, Sandler O’Neill + Partners, L.P., and its legal counsel, Manatt, Phelps & Phillips, LLP. Opus Bank was advised in this transaction by its legal counsel, Patton Boggs LLP.
About RMG Capital Corporation and Fullerton Community Bank
Established in 1927, Fullerton Community Bank is the only operating subsidiary of RMG Capital Corporation and is a federally chartered savings bank with $681.9 million of total assets, $511.1 million of total deposits, and $529.3 million of total loans. Headquartered in Fullerton, California, Fullerton Community Bank has served northern Orange County, California for 84 years and operates 8 full service banking offices in the cities of Anaheim, Brea, Fullerton, Garden Grove and Yorba Linda. Fullerton Community Bank is a community-oriented, full service bank, which has demonstrated steady, controlled growth over the years and unparalleled commitment to personalized service and value-added products.
About Opus Bank
Opus Bank is an FDIC insured California-chartered commercial bank with $708.0 million of total assets, $182.0 million of total loans, $293.8 million in total deposits, and $399.9 million of total equity, as of March 31, 2011. Opus Bank provides high value, relationship-based banking products and exceptional service to its clients comprised of small and mid-sized commercial businesses, entrepreneurs, real estate investors, high-net-worth individuals, professionals, and consumers. Opus Bank offers a wide range of loan products, including commercial and industrial, commercial real estate, multifamily residential, jumbo single-family residential, consumer loans, and is a Small Business Administration (“SBA”) Preferred Lender. Opus Bank operates banking offices in Los Angeles County, located in the communities of Manhattan Beach, Rancho Palos Verdes/San Pedro, Redondo Beach, Rolling Hills Estates, and Torrance, and maintains an executive and administrative office in Irvine, located in Orange County, California. For additional information about Opus Bank, please visit our website: www.opusbank.com.