Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective at 5:00 p.m. (Pacific Daylight Time) on August 10, 2018 (the “Effective Time”), CVB Financial Corp. (the “Company”) completed the previously announced merger transaction with Community Bank (“Community”), in accordance with the terms and conditions of that certain Agreement and Plan of Reorganization and Merger, dated as of February 26, 2018, by and among the Company, Citizens Business Bank (“Citizens”), a wholly-owned subsidiary of the Company, and Community (the “Merger Agreement”). At the Effective Time, Community merged with and into Citizens, with Citizens being the surviving entity (the “Merger”). Pursuant to the Merger Agreement, holders of Community common stock have the right to receive (i) $56.00 in cash and (ii) 9.4595 shares of common stock of the Company for each share of Community common stock held immediately prior to the effective time of the Merger, with cash to be paid in lieu of any fractional shares of common stock of the Company (the “Merger Consideration”). At the Effective Time, each restricted stock unit of Community automatically accelerated in full and converted into the right to receive the Merger Consideration. As a result of the Merger, the Company issued approximately 30.0 million shares of Company common stock and paid approximately $177.5 million in aggregate cash consideration.
Thepre-Merger outstanding shares of Citizens’ common stock remained outstanding and were not affected by the Merger. Following the Merger, the Company will have outstanding approximately 140.3 million shares of its common stock.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference from Exhibit 2.1 included herewith.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 9, 2018, the respective boards of directors of the Company and Citizens resolved that, effective upon the consummation of the Merger, as contemplated by the Merger Agreement, Marshall V. Laitsch, the chairman of the Community board of directors, would be appointed to serve on the boards of directors of the Company and Citizens. In addition, pursuant to the Merger Agreement, Mr. Laitsch will be included on the list of nominees for directors presented by the Company’s board of directors for which the Company’s board of directors will solicit proxies at the Company’s 2019 annual meeting of shareholders.
Mr. Laitsch will be entitled to receive the compensation that other directors of the Company receive, as determined by the Company’s board of directors from time to time. Each director who is not a Vice Chairman or Chairman of the Company’s board of directors currently receives $5,000 per month for an annualized total of $60,000. In addition, the Company currently grants annual restricted stock awards of 3,000 shares toits non-employee directors, with such restricted stock awards having a one year period of restriction. It is anticipated that Mr. Laitsch would receive his initial annual grant of 3,000 shares of restricted stock of the Company on or about the first meeting of the Company’s board of directors following the Effective Time, which meeting is currently scheduled to take place on August 22, 2018. Such awards will be made pursuant to the Company’s 2018 Equity Incentive Plan.
The Company’s board of directors will consider and determine board committee membership for Mr. Laitsch at the next regularly scheduled board meeting. The Company will file an amendment to thisForm 8-K disclosing Mr. Laitsch’s board committee memberships within four business days of this board meeting.
Item 8.01 Other Events.
On August 10, 2018, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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Exhibit No. | | Description of Exhibit |
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| (a) | | Financial statements of businesses acquired. |
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| | Community’s audited consolidated statements of financial condition as of December 31, 2017 and 2016 and related audited consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for the years ended December 31, 2017, 2016 and 2015, the notes related thereto and the independent auditor’s report were previously included as part of Amendment No. 1 to the Company’s Registration Statement onForm S-4 (Registration No. 333-224311), as filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 4, 2018 and declared effective on May 7, 2018 (the “Registration Statement”), and are incorporated herein by reference. |
