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Exhibit 99(a)
[CITYNATIONAL CORPORATION LETTERHEAD]
CONTACTS:
CITY NATIONAL CORPORATION
Frank Pekny 310/888-6700 (Financial/Investors)
Cary Walker 213/833-4715 (Media)
Ian Campbell / Abernathy MacGregor Group 213-630-6550
CIVIC BANCORP
Herbert C. Foster 510/836-6500
FOR IMMEDIATE RELEASE
CITY NATIONAL CORPORATON TO ACQUIRE CIVIC BANCORP,
DOUBLING ITS ASSETS IN BAY AREA
CIVIC'S MANAGEMENT TEAM TO REMAIN WITH CITY NATIONAL
LOS ANGELES, November 19, 2001 -- City National Corporation (NYSE:
CYN), parent company of City National Bank, and Civic BanCorp (NASDAQ: CIVC),
parent of CivicBank of Commerce, today announced a definitive agreement for the
acquisition of Civic by City National in a transaction currently valued at $113
million in cash and stock. Civic is one of the Bay Area's leading independent
business banks, with offices throughout the East Bay and assets of $510 million,
loans of $375 million and deposits of $443 million as of September 30, 2001.
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CITY NATIONAL CORPORATION TO ACQUIRE CIVIC BANCORP, DOUBLING ITS ASSETS IN BAY
AREA
Assuming the transaction closes in the first quarter of 2002, and
excluding any revenue enhancements, City National expects the transaction to be
accretive to its GAAP and cash earnings per share in 2002.
"We are very pleased that Civic's talented management team and
outstanding clients and shareholders will be joining City National," said City
National CEO Russell Goldsmith. "During the last two years, City National Bank
has steadily expanded in the San Francisco Bay Area, and this combination will
bring our Bay Area assets to $1 billion while extending our platform for growth
in a measured and focused way in the world's 18th largest economy.
"Civic's clear identity as a commercial bank, primarily in the East
Bay, strongly complements our private and business banking presence on the
Peninsula and our new commercial banking center in Walnut Creek," Goldsmith
added.
Herbert C. Foster, Civic's President and Chief Executive Officer, who
will join City National as its Northern California East Bay Area Executive,
said: "This is an excellent fit of two relationship-based banks. The combination
of Civic with California's premier private and business bank will allow our
clients to continue their established relationships with our bankers - while
giving them access to an even broader array of financial products, services and
capabilities. We are optimistic that these broader capabilities will enable us
to do more for our clients and to win a greater share of their business."
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CITY NATIONAL CORPORATION TO ACQUIRE CIVIC BANCORP, DOUBLING ITS ASSETS IN BAY
AREA
TERMS OF THE TRANSACTION
Under terms of the agreement, each of the 5.3 million shares of Civic
stock will be exchanged - at each shareholder's election - either for cash of
$20.25 per share or for an amount of City National stock based on the average
per share price of City National common stock for a 10-day trading period
immediately prior to the closing. If this average price of City National stock
is (1) between $37.56 - and $50.82 per share, each share of Civic stock may be
exchanged for 0.4582 of a share of City National stock, (2) less than $37.56 per
share, the exchange ratio will equal $17.21 divided by the average price of City
National stock, and (3) greater than $50.82, the exchange ratio will equal
$23.29 divided by the average price of City National stock. Since each Civic
shareholder may elect to receive cash, stock or a combination of both, these
elections may have to be pro-rated to ensure that between 47% and 53.5% of the
total consideration is paid in City National stock. City National common stock
received by Civic shareholders is expected to qualify as a tax-free exchange.
The completion of the transaction is subject to regulatory and Civic
shareholder approval. The two companies' boards of directors have approved the
transaction.
ABOUT CIVIC
CivicBank of Commerce, a subsidiary of Civic Bancorp (NASDQ: CIVC),
serves companies, their owners and the professional community through 10 offices
throughout the Bay Area, including its headquarters in Oakland. Sixty percent of
its $375-million loan portfolio is comprised of commercial loans, and it has no
technology loans.
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CITY NATIONAL CORPORATION TO ACQUIRE CIVIC BANCORP, DOUBLING ITS ASSETS IN BAY
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ABOUT CITY NATIONAL CORPORATION
City National Corporation, whose shares are traded on the New York
Stock Exchange, has $9.8 billion in assets. The company's wholly owned
subsidiary, City National Bank, provides banking, trust and investment services
through 50 offices in 10 counties across California. For more information about
City National, visit its Web site at www.cnb.com.
CONFERENCE CALL
A call with analysts and investors will be held at 11:30 a.m., Eastern
Standard Time, on Monday, November 19, 2001 to review this announcement. A live
webcast of this call may be accessed through a link on City National's website
at www.cnb.com, or at http://www.vcall.com/NASApp/VCall/EventPage?ID=79823. The
call will be archived on the website and available for replay beginning
approximately one hour after the live call ends.
* * *
Except for historical information, all other information in this news
release consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include, but are not limited to, (i) statements about the benefits of the merger
between City National and Civic, including future financial and operating
results, cost savings, enhancements to revenue and accretion to reported
earnings that may be realized from the merger; (ii) statements about City
National's and Civic's plans, objectives, expectations and intentions and other
statements that are not historical facts; and (iii) other statements
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CITY NATIONAL CORPORATION TO ACQUIRE CIVIC BANCORP, DOUBLING ITS ASSETS IN BAY
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identified by words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates" or words of similar meaning. These
forward-looking statements are based upon the current beliefs and expectations
of City National's and Civic's management and are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control. In addition, these forward-looking
statements are subject to assumptions with respect to future business strategies
and decisions that are subject to change.
The following factors, among others, could cause actual results to
differ materially from the anticipated results or other expectations expressed
in the forward-looking statements: (1) the businesses of City National and Civic
may not be combined successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected; (2) the
expected growth opportunities and cost savings from the merger may not be fully
realized or may take longer to realize than expected; (3) operating costs,
customer losses and business disruption following the merger, including adverse
effects on relationships with employees, may be greater than expected; (4)
governmental approvals of the merger may not be obtained, or adverse regulatory
conditions may be imposed in connection with governmental approvals of the
merger; (5) the stockholders of Civic may fail to approve the merger; (6)
adverse governmental or regulatory policies may be enacted; (7) the interest
rate environment may further compress margins and adversely
affect net interest income; (8) the risk of continued diversification of assets
and adverse changes to credit quality; (9) competition from other financial
services companies in City National's and Civic's markets; (10) the
concentration of City National's and Civic's operations in California may
adversely
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CITY NATIONAL CORPORATION TO ACQUIRE CIVIC BANCORP, DOUBLING ITS ASSETS IN BAY
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affect results if the California economy or real estate market declines; and
(11) the risk of an economic slowdown that would adversely affect credit quality
and loan originations.
Additional factors that could cause actual results to differ materially
from those expressed in the forward-looking statements are discussed in City
National's and Civic's reports (such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities
and Exchange Commission and available at the SEC's Internet site
(http://www.sec.gov).
All written and oral forward-looking statements contained in this news
release concerning the proposed transaction or other matters attributable to
City National, Civic or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above. City National
and Civic do not undertake any obligation to update any forward-looking
statement to reflect circumstances or events that occur after the date the
forward-looking statements are made.
The proposed transaction will be submitted to Civic's stockholders for
their consideration. City National and Civic will file a registration statement,
a proxy statement/prospectus and other relevant documents concerning the
proposed transaction with the SEC. Stockholders are urged to read the
registration statement and the proxy statement/prospectus when it becomes
available and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will contain
important information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about City
National and Civic, at the SEC's Internet site (http://www.sec.gov). Copies of
the proxy statement/prospectus and the SEC filings that will be incorporated by
reference in the
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CITY NATIONAL CORPORATION TO ACQUIRE CIVIC BANCORP, DOUBLING ITS ASSETS IN BAY
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proxy statement/prospectus can be obtained, without charge, by directing a
request to Mr. Heng W. Chen, City National Corporation, 400 North Roxbury Drive,
Beverly Hills, California 90210 (310-888-6000) or to Secretary, Civic BanCorp,
2101 Webster Street, 14th Floor, Oakland, California 94612 (510-836-6500).
Civic and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Civic in
connection with the merger. Information about the directors and executive
officers of Civic and their ownership of Civic common stock is set forth in the
proxy statement, dated April 3, 2001, for Civic's 2001 annual meeting of
stockholders, as previously filed with the SEC on a Schedule 14A. Additional
information regarding the interests of these participants may be obtained by
reading the proxy statement/prospectus regarding the proposed transaction when
it becomes available.
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CITY NATIONAL CORPORATION TO ACQUIRE CIVIC BANCORP, DOUBLING ITS ASSETS IN BAY
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CITY NATIONAL / CIVIC
AT-A-GLANCE
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At or for the Period Ended
Sept. 30, 2001
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($ IN MILLIONS) City National Civic
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Total Assets $9,786 $510
Equity $875 $58
Market Capitalization (11/16/01) $2,039 $82
Net Income (9 months '01) $107.4 $3.8
Total Deposits $7,400 $443
Total Loans $6,758 $375
Commercial Loans to Total Loans 44% 60%
Construction Loans to Total Loans 9% 2%
NPAs / Total Loans 0.59% 1.25%
Reserves / Loans 2.00% 1.86%
Reserves / NPAs 342% 148%
Net Interest Margin (3Q) 5.28% 5.27%
Cash Efficiency Ratio (3Q) 49.5% 66.6%
Offices in East Bay Area 1 8
Total Banking Offices 50 10
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