MURRIETA, Calif.--(BUSINESS WIRE)--Commerce Bank of Temecula Valley (CKTM OTC) provided the following letter to shareholders:
January 3, 2018
Dear Commerce Bank of Temecula Valley Shareholder,
Happy New Year! I am pleased to announce that Commerce Bank of Temecula Valley (“CBTV”) has entered into a Definitive Agreement to be acquired by Nano Financial Holdings, Inc. (“Nano”) whereby Nano will acquire all the outstanding shares of CBTV for total consideration of approximately $23.3 million. Under the terms of the agreement, CBTV shareholders will have the right to receive $14.41 per share in cash.
In order to preserve and protect the goodwill of CBTV, in conjunction with entering into the Definitive Agreement Nano requested that certain accredited CBTV shareholders agree to exchange a portion of their CBTV shares of common stock for newly issued shares of Nano Class A Common Stock (“Exchange”) estimated to be not less than 25% and up to 49% of the total number of outstanding shares of CBTV common stock. Through the acquisition of the CBTV shares acquired for cash and in the Exchange, Nano will acquire 100% of the outstanding shares of CBTV.
The Board of Directors of CBTV voted unanimously in favor of the acquisition, which is subject to customary shareholder and regulatory approval, and is expected to close mid-year 2018. Nano recently announced over $60 million in stock subscriptions raised through a private placement to accredited investors to provide capital for the acquisition and future growth. Your Board of Directors is very pleased to partner with Nano in this endeavor, and look forward to a smooth transition upon consummation of the transaction.
Additional information and details on the acquisition will be communicated to shareholders and customers over the coming several months. If you have specific questions, please call me at (951) 973-7400.
Scott R. Andrews
President & Chief Executive Officer
About Commerce Bank of Temecula Valley
Commerce Bank of Temecula Valley is an independent community bank headquartered in Murrieta, California and was organized in 2007. More information about Commerce Bank of Temecula Valley may be obtained at www.commercebanktv.com.
Certain statements in this letter to shareholders, including statements regarding the proposed acquisition of CKTM, and the intent, belief or current expectations of CKTM, its directors or its officers, are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to the completion of the acquisition, shareholder approval, local and national economy, the Bank's performance, loan performance, interest rates, and regulatory matters.