Bank of Southern California, N.A. and CalWest Bancorp, the Holding Company for CalWest Bank, Announce Update to Merger

SAN DIEGO & RANCHO SANTA MARGARITA, Calif.--()--Bank of Southern California, NA (OTC Pink: BCAL) and CalWest Bancorp (OTCBB: CALW), today announced the results of their shareholder meetings held on April 22, 2020, to consider and vote upon their previously announced definitive agreement and plan of merger (the “Agreement”) whereby CalWest Bank will merge with and into Bank of Southern California, entered into in October, 2019.

CalWest Bancorp shareholders overwhelmingly approved the Agreement and the merger of the two institutions. Bank of Southern California determined to adjourn its shareholder meeting after achieving a majority of shareholders in favor, but falling short of the two-thirds needed to approve the agenda item for the approval of the Agreement and the merger. Bank of Southern California’s board of directors continues to unanimously support the Agreement, and the parties are exploring alternatives to secure Bank of Southern California shareholder approval.

About Bank of Southern California

A growing community bank, established in 2001, Bank of Southern California, N.A., with headquarters in San Diego, CA, is locally owned and managed, and offers a range of financial products to individuals, professionals, and small-to-medium sized businesses. The Bank’s solution-driven, relationship-based approach to banking provides accessibility to decision makers and enhances value through strong partnerships with its clients. The Bank currently operates eleven offices and one production office in San Diego County, the Coachella Valley in Riverside County, Orange County, and Los Angeles County. For more information, please visit www.banksocal.com or call 858.847.4780.

About CalWest Bancorp

CalWest Bancorp is the holding company of CalWest Bank, a community bank recognized for its exemplary service to entrepreneurs, high net worth individuals and non-profit organizations located throughout Southern California. The Bank serves the business community through its four branches located in Rancho Santa Margarita, Irvine, Huntington Beach and Redlands. For more information, please visit www.calwestbancorp.com or call 949.766.3006.

Forward-Looking Statements

This news release may contain comments or information that constitute statements (within the meaning of the Private Securities Litigation Reform Act of 1995), and Bank of Southern California and CalWest Bancorp intend for such forward‐looking statements to be covered by the safe harbor provisions of that Act. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations.

Forward‐looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional verbs, such as “will,” “would,” “should,” “could,” or “may.” Forward‐looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Future events are difficult to predict. Forward‐looking statements involve significant risks and uncertainties, and actual results may differ materially from those presented, either expressed or implied, in this news release. Factors which could have a material effect on the operations and future prospects of each of Bank of Southern California and CalWest Bancorp and the resulting company, include but are not limited to: the businesses of Bank of Southern California and/or CalWest Bancorp may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; revenues following the merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the merger; the ability to obtain required regulatory and shareholder approvals, and the ability to complete the merger on the expected timeframe may be more difficult, time-consuming or costly than expected; the ability of the Bank of Southern California to successfully execute its business plan; changes in interest rates and interest rate relationships; changes in demand for products and services; the degree of competition by traditional and non‐traditional competitors; changes in banking legislation or regulation; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national and local economy. Bank of Southern California undertakes no obligation to update or clarify forward‐looking statements, whether as a result of new information, future events, or otherwise.

Additional Information About the Merger

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote for approval of the merger. In connection with the proposed merger a joint proxy statement was provided to the shareholders of both institutions which provided detailed information about the merger and the two institutions. Shareholders are encouraged to read the joint proxy statement carefully before voting on the merger. The directors, executive officers, and certain other members of management and employees of Bank of Southern California and CalWest Bancorp may be deemed to be participants in the solicitation of votes to approve the merger. Additional information regarding the interests of those participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement.

Contacts

Tony DiVita
Bank of Southern California
858.847.4783
tdivita@banksocal.com

Glenn Gray
CalWest Bancorp
949-766-3088
ggray@calwestbancorp.com

Contacts

Tony DiVita
Bank of Southern California
858.847.4783
tdivita@banksocal.com

Glenn Gray
CalWest Bancorp
949-766-3088
ggray@calwestbancorp.com