EXHIBIT 99
Press Release Dated August 15, 2001
THE CEREGHINO GROUP MCB FINANCIAL CORPORATION BUSINESS
Corporate Investor Relations Charles Hall, President and CEO or BANCORP
Becky Pendleton Reid Patrick Phelan, CFO 415.459.2265 Alan Lane,
206-762-0993 President and CEO
WWW.STOCKVALUES.COM 909.888.2265
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MCB FINANCIAL AND BUSINESS BANCORP ANNOUNCE
MERGER OF EQUALS
Deal Joins Dynamic Business Banks Creating Statewide,
Middle Market Bank In California
San Rafael and San Bernardino, CA - August 15, 2001 - MCB Financial Corporation
(AMEX: MCB), parent of Metro Commerce Bank, and Business Bancorp (Nasdaq: BZBC),
parent of Business Bank of California today announced the signing of a
definitive agreement under which they will come together in a merger of equals.
The name of the combined holding company will be Business Bancorp.
Business Bancorp's President and CEO, Alan J. Lane will serve as CEO of the
holding company and will be President of the bank subsidiary. MCB Financial's
President and CEO, Charles O. Hall, will serve as President and Chief Operating
Officer of the holding company and will be CEO of the bank subsidiary. Patrick
E. Phelan, MCB Financial's Chief Financial Officer will continue to serve in his
capacity for the combined bank subsidiary and the holding company. The holding
company board of directors will be comprised of seven directors from MCB
Financial Corp. and seven directors from Business Bancorp, with Timothy J.
Jorstad, currently Chairman of MCB Financial, as Chairman. The same group of
individuals will serve as the board of directors for the bank subsidiary with
John E. Duckworth, currently Chairman of Business Bancorp, as Chairman.
The exchange ratio is fixed at 1.1763 shares of BZBC for each MCB share, for an
aggregate transaction value of approximately $29 million. "This ratio is
expected to be accretive to both groups of shareholders in 2002. The merger,
expected to close in the fourth quarter 2001, is subject to customary regulatory
approvals and the shareholder approval of both companies. We will apply for
listing on the Nasdaq National Market System and expect that following the
completion of the merger our stock will trade with the ticker symbol BZBC," said
Lane.
Following the merger the headquarters of the organization will be in San Rafael,
and the subsidiary bank's headquarters will be in Southern California, with ten
locations in California's Inland Empire and five locations in the San Francisco
Bay area. The combined bank will have assets of approximately $582 million. The
merger agreement provides that 1,871,000 new shares of Business Bancorp common
stock will be issued to MCB Financial Corp. shareholders, bringing total shares
to 3,898,000 outstanding. The pro forma market capitalization of the combined
company will be $55 million, based on current market prices.
"As our due diligence progressed, it became clear that our strategies, operating
methods, and banking philosophies are very compatible and that our organizations
will mesh well. MCB Financial Corp. has established an enviable performance
record ranking in the top 60 banks in the country in terms of return on assets
and return on equity this year," said Lane. "Their strong management team and
excellent profitability will complement our growth. Our goal is to build a
first-class, state-wide middle market business bank, starting with the solid
foundation of our two organizations."
"Business Bancorp is growing quickly and has established a strong franchise in
Southern California, an area that has been very successful for us with our
Upland branch," said Hall. "Both companies are extremely strong organizations
run by business people for business people. We understand the needs of business
owners and are able to deliver the kind of financial services that add value to
their operations. Having a strong branch network in the heart of both Northern
and Southern California will also add to our ability to attract new business
customers."
"There is virtually no overlap in our branch networks. Our customers and staff
should see very little change on the branch level except for the name change for
Metro Commerce Bank offices," said Phelan. "We expect to achieve some cost
savings from economies of scale and reducing redundant functions, although any
staff reductions are expected to be through normal attrition. Currently we
expect to be able to achieve cost reductions of approximately $1.2 million in
2002 and have budgeted one-time merger-related charges of approximately $1.0
million in 2001."
(more
Business Bancorp and MCB Financial Corp. to Merge
August 15, 2001
Page Two
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AT OR FOR THE PERIOD ENDED JUNE 30, 2001 UNLESS OTHERWISE MCB BZBC
NOTED.
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Revenue Growth (3 year CAGR) 18.9% 25.8%
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Net Income Growth (3 year CAGR) 31.5% 39.2%
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Assets $226 million $340 million
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Deposits $207 million $282 million
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Loans $168 million $183 million
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Net Income (six months) $1.5 million $1.2 million
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Net Income (trailing 12 months) $3.1 million $ 2.4 million
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Tangible Book Value per Share $8.48 $8.99
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Shares Outstanding as of 8/15/01 1,591,000 2,027,000
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Net Interest Margin (second quarter) 6.18% 5.53%
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Return on Assets (second quarter) 1.43% 0.74%
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Return on Equity (second quarter) 22.54% 9.99%
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Efficiency ratio (second quarter) 60.5% 79.7%
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Non-Performing Loans to Total Loans 0.02% 0.97%
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Loan Loss Allowance to Total Loans 1.22% 1.08%
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Loan Loss Allowance to NPL 5,097.5% 111.0%
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Net charge-offs to loans (second quarter) 0.00% 0.02%
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Core Capital (Leverage Ratio) 7.5% 7.4%
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Business Bancorp is a bank holding company that owns 100% of the capital stock
of Business Bank of California, the company's principal operating subsidiary.
Business Bank of California has served the Inland Empire since 1984. The bank
operates nine branches in the cities of Corona, Hemet, Hesperia, Ontario,
Phelan, Redlands, Riverside and San Bernardino. They are strongly focused on
providing high quality, personalized services to small businesses, professionals
and consumers. Information regarding Business Bancorp stock can be obtained on
Nasdaq's Small Cap Market utilizing the symbol (BZBC) or on the web at
(www.businessbank.com). Metro Commerce Bank and its branch offices, along with
its SBA and construction loan divisions, serve customers throughout the San
Francisco Bay Area and Southern California with offices located in San Rafael,
Petaluma, San Francisco, South San Francisco, Hayward and Upland. Shares of MCB
Financial Corporation common stock are listed on the American Stock Exchange
under the ticker symbol of MCB. Additional information on MCB Financial
Corporation is available on the Internet at www.mcbf.com.
Business Bancorp and MCB Financial Corp. will conduct a conference call Friday
at 10:00 a.m. PDT (1:00 p.m. EDT) to discuss the merger. To participate, please
call 1-800-491-3988, and ask for the Business Bancorp / MCB conference call. The
call will be accompanied by a slide presentation available at www.mcbf.com or
www.businessbank.com and will remain archived for one month. An audio replay
will be available for one week at 800-625-5288.
This document may contain forward-looking statements that are subject to risks
and uncertainties that could cause actual results to differ materially from
those projected. Those factors include, but are not limited to, gaining
regulatory and shareholder approvals for the merger, successful integration of
both bank's operations, the ability to realize anticipated cost savings, changes
in the demographic make-up of the combined bank's market, changes in the local
economy, fluctuation in demand for the business banking products and services,
interest rate changes, the companies' ability to continue generating loans, and
other factors. For a discussion of factors that could cause actual results to
differ, please see the publicly available Securities and Exchange Commission
filings for MCB Financial Corp and Business Bancorp, including their Annual
Report on Form 10-KSB for the year ended December 31, 2000.
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Editor note: To arrange for one-on-one interviews with Alan Lane and Charles
Hall, please call 206/762-0993 and ask to speak with Becky Reid.
NOTE: Transmitted on Business Wire at 9:02 p.m. PDT, August 15, 2001.