EXHIBIT 99.0
Press Release Relating to
Agreement and Plan of Reorganization
and the Transactions Contemplated Thereby
Page 1
EXHIBIT 99.0
PENINSULA BANK OF COMMERCE AND GREATER BAY BANCORP ANNOUNCE MERGER
September 8, 1997 9:00 AM EDT
PALO ALTO, Calif.--(BUSINESS WIRE)--Sept. 8, 1997--Greater Bay Bancorp
(NASDAQ:GBBK), Palo Alto, CA and Peninsula Bank of Commerce (Nasdaq Bulletin
Board: PEBC), Millbrae, CA announced today the signing of a definitive agreement
for a merger between the two companies.
Following the transaction, Mid-Peninsula Bank, Cupertino National Bank & Trust
and Peninsula Bank of Commerce will continue to operate as wholly owned
subsidiaries of Greater Bay Bancorp and will focus on serving the greater Bay
Area through their nine combined office locations. The transaction furthers the
strategic emphasis of Greater Bay Bancorp in becoming the pre-eminent financial
services company based in the San Francisco Peninsula markets. The combined
company, will have total assets of approximately $867 million and equity of over
$84 million.
The terms of the agreement provide for Peninsula Bank of Commerce shareholders
to receive approximately 1.2 shares of Greater Bay Bancorp stock for each share
of Peninsula Bank of Commerce, "subject to certain adjustments", in a tax-free
exchange to be accounted for as a "pooling-of-interests." Following the
transaction, the shareholders of Peninsula Bank of Commerce will own
approximately 19.5% of the combined company, "subject to certain adjustments",
after giving effect to all outstanding options.
The transaction is anticipated to be accretive to Greater Bay Bancorp earnings
in 1998 based on reductions in operating expenses and revenue enhancements
resulting from an expanded product line and increased lending capacity that can
be utilized at Peninsula Bank of Commerce. Management of the organizations
believe that significant opportunities exist to enhance the spectrum of
financial services offered to both existing and future clients of Peninsula Bank
of Commerce while also increasing market penetration in the San Francisco
Peninsula market areas.
Greater Bay Bancorp's Board of Directors will be expanded to eleven members with
the addition of the current Chairman of Peninsula Bank of Commerce, George
Corey. The Board of Directors of Peninsula Bank of Commerce will continue with
Joseph Welch becoming the Chairman of the Board of Peninsula Bank of Commerce.
Mark Doiron, President and Chief Executive Officer of Peninsula Bank of Commerce
will remain in that capacity and will also become a member of the Executive
Management Committee of Greater Bay Bancorp, which will increase from ten
members to eleven. David L. Kalkbrenner will continue to serve as President and
Chief Executive Officer and Steven C. Smith will continue as Chief Operating
Officer and Chief Financial Officer, of Greater Bay Bancorp.
John Gatto and Duncan Matteson, Co-Chairmen of Greater Bay Bancorp said, "The
multi-bank holding company structure which was adopted by Greater Bay Bancorp to
facilitate the addition of other quality community banks to become part of the
Greater Bay Bancorp family, continues to be a successful strategy." David
Kalkbrenner, President and Chief Executive Officer of Greater Bay Bancorp
commented, "The business combination with Peninsula Bank of Commerce allows
Greater Bay Bancorp to affiliate with another quality community banking
organization that has an excellent reputation and performance record, while
expanding our geographic presence into our primary target market area."
George Corey, Chairman of Peninsula Bank of Commerce, commented, "The focus of
Peninsula Bank of Commerce has been on providing specific niche services to its
clients in the Northern Peninsula and South San Francisco market area. By
combining with Greater Bay Bancorp, we will enhance this focus and assure that
significantly greater resources are available to support this effort in the
future." Mark Doiron, President and Chief Executive Officer of Peninsula Bank
of Commerce commented, "As a competitor, we have always admired Mid-Peninsula
Bank's and Cupertino National Bank Trust's performance and have been very
impressed with the ease with which their merger was consummated. We also have
been favorably impressed with the significant benefits that the clients of both
Mid-Peninsula Bank and Cupertino National Bank & Trust have received from their
merger. We look forward to offering our current and future clients the expanded
services available through the affiliation with Greater Bay Bancorp, while
maintaining our individual community bank focus."
- --------------------------------------------------------------------------------
Page 2
In connection with the transaction agreement, Peninsula Bank of Commerce will
grant Greater Bay Bancorp an option to purchase up to 19.9% of the outstanding
shares of Peninsula Bank of Commerce's common stock under certain circumstances
in the event the transaction is terminated.
The transaction is expected to be completed late in the fourth quarter of 1997
or early in the first quarter of 1998, subject to shareholder and regulatory
approvals.
Greater Bay Bancorp had $753 million in assets, $672 million in deposits and $69
million in equity as of July 31, 1997. Peninsula Bank of Commerce had $114
million in assets, $97 million in deposits (excluding $88 million in a special
deposit which is anticipated to be withdrawn sometime in 1998), and $15 million
in shareholders' equity as of that date.
This news release contains statements which constitute forward-looking
statements (within the meaning of the Private Securities Litigation Reform Act
of 1995), that involve risks and uncertainties. Actual results may differ
materially from the results discussed in these forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
expected cost savings from the merger not being fully realized, revenues
following the merger being lower than expected and costs or difficulties related
to the integration of the business of Greater Bay Bancorp and Peninsula Bank of
Commerce being greater than expected.
"WE INVEST IN RELATIONSHIPS"
Combined Summary Financials (1)
(Dollars in thousands, except per share data)
July 31, 1997
Greater Peninsula
Bay Bank of
Bancorp Commerce Consolidated (1)
Total Assets $753,249 $113,437 (6) $866,686
Total Loans 543,361 73,150 616,511
Total Deposits 671,768 96,825 (6) 768,593
Trust Preferred Securities 20,000 --- 20,000
Shareholders' Equity 49,182 15,283 64,465
Total Regulatory
Tier I Capital 69,182 15,283 84,465
Leverage Ratio 10.19% 13.47% (6) 9.74%
Tier I Risk-Based
Capital Ratio 11.19% 14.36% (6) 11.66%
Total Risk-Based
Capital Ratio 12.93% 15.61% (6) 13.33%
Non-Performing Assets $ 3,835 $ 244 $ 4,079
Loan Loss Allowance/
Non-Performing- Loans 296.08% 595.58% 314.02%
Fully Diluted Common
Shares Outstanding (2) (3) 3,798 782 4,736 (4)
Fully Diluted Book
Value/Share (2) (3) $ 14.7 $ 22.1 $ 15.4
Market Capitalization (2) (5) $131,031 $ 28,152 $163,392
No. of Offices 7 2 9
(1) Combined information does not reflect any merger-related expenses.
(2) Based on shares outstanding as of July 31, 1997.
(3) Includes all outstanding options.
(4) Reflects exchange ratio of 1.2 shares of Greater Bay Bancorp stock for
each share of Peninsula Bank of Commerce stock.
(5) Based on closing prices as of September 4, 1997.
(6) Excludes $88 million in a special deposit which is anticipated to be
withdrawn sometime in 1998.
- --------------------------------------------------------------------------------
Page 3
(6) Excludes $88 million in a special deposit which is anticipated to be
withdrawn sometime in 1998.
- --------------------------------------------------------------------------------