From the press release:
RANCHO CUCAMONGA, Calif., June 16 /PRNewswire-FirstCall/ -- PFF Bancorp,
Inc. (NYSE: PFB) ("PFF Bancorp" or the "Company"), the holding company of PFF
Bank & Trust (the "Bank"), Glencrest Investment Advisors, Inc., and
Diversified Builder Services, Inc., today announced the signing of a
definitive merger agreement under which FBOP Corporation ("FBOP"), the parent
company of California National Bank, will acquire PFF Bancorp. Under the
terms of the agreement, upon the consummation of the transaction the
stockholders of PFF Bancorp will receive $1.35 in cash for each share of PFF
Bancorp common stock held. In addition, in order to maintain the Bank's
"adequately capitalized" regulatory status, FBOP will immediately loan $7
million to PFF Bancorp in exchange for a secured note convertible into
preferred stock of the Company with voting rights equivalent to 19.9% of the
outstanding voting stock of the Company. Also, in connection with the merger,
the maturity date of the Company's secured commercial bank loan with a current
outstanding principal balance of $44.0 million was extended from June 16,
2008, to June 16, 2009.
"We have admired PFF Bank & Trust for many years and believe that our
shared cultures and steadfast commitment to principles of community banking
and customer service will lead to a seamless merger that offers great benefits
for PFF's customers and employees," said Greg Mitchell, President and CEO of
California National Bank. "While PFF and the Inland Empire are facing
economic challenges, we see this market as 'a land of opportunity' and look
forward to working with PFF's employees, community leaders and business owners
in building for a stronger tomorrow."
"After much thoughtful consideration, our Board of Directors determined
that this transaction is in the best interests of our stockholders, creditors,
customers and employees," said Kevin McCarthy, President and CEO of PFF
Bancorp. "PFF has a long and rich history in the communities we serve and we
believe that even before the merger is completed we will benefit from the
support and financial resources of CalNational and FBOP. Together we will
enhance our position in the region. Our shared commitment to providing
'Customers First' service will result in being the bank of choice in our
communities today and into the future."
PFF Bancorp's Board of Directors has unanimously approved the merger and
has recommended that the Company's stockholders approve the transaction.
Certain directors and executive officers of the Company have signed agreements
to vote their shares in favor of the proposed merger. These agreements apply
to approximately 800,000 of the Company's outstanding shares. In addition,
the Company's financial advisor, Sandler O'Neill + Partners, L.P., provided a
fairness opinion to the Board of Directors that the terms of the transaction
are fair to PFF Bancorp's stockholders from a financial point of view.
PFF Bancorp has agreed to certain covenants that will limit the permitted
activities of PFF Bancorp and its subsidiaries until the consummation of the
merger. These covenants include, but are not limited to, limitations on:
declaring, making or paying dividends or making other capital distributions;
incurring, issuing or rolling over debt, increasing any current lines of
credit or guaranteeing the debt of any entity; entering into, renewing or
revising any contractual arrangements related to compensation or benefits with
any senior or executive officer; and otherwise engaging in transactions
outside the ordinary course of the Company's business. Additionally, PFF
Bancorp and the Bank have agreed to similar limitations with the Office of
Thrift Supervision and have agreed not to take any such actions without the
agency's prior approval, including making any payments on existing debt.
Consummation of the merger transaction is subject to approval by PFF
Bancorp's stockholders and regulatory approval, as well as the satisfaction of
other customary closing conditions. Although it cannot be assured, the
transaction is expected to close by the end of September 2008.
The Company will be filing a copy of the full merger agreement with the
Securities and Exchange Commission ("SEC") on Form 8-K.
In connection with the transaction, Sandler O'Neill + Partners, L.P. is
acting as financial advisor to PFF Bancorp and Wachtell, Lipton, Rosen & Katz
and Paul, Hastings, Janofsky & Walker LLP are serving as legal counsel to PFF
PFF Bancorp also announced today that it will be filing with the SEC later
today a Form 12b-25, Notification of Late Filing, in connection with its
Annual Report on Form 10-K for the fiscal year ended March 31, 2008.
Additional time is needed to finalize the Company's financial statements due
to the fact that: (i) the Company's management, internal finance and audit
departments have been required to expend substantial time and effort in
connection with identifying and negotiating potential recapitalization
transactions which have generated additional demands on time and resources
that otherwise would have been focused on completing and filing the Form 10-K;
and (ii) an analysis of the Company's capital and liquidity in light of
execution of the definitive merger agreement has not yet been completed. The
Company expects to file the Form 10-K within the fifteen-day extension period.
The Company expects to report in the Form 10-K a consolidated provision
for loan and lease losses of approximately $232 million for the quarter ended
March 31, 2008, resulting in a consolidated net loss of approximately $204
million for the quarter.
The proposed private placement offering previously announced by the
Company on June 5, 2008 has been terminated in connection with the execution
of the merger agreement.
About PFF Bancorp
PFF Bancorp is the holding company of the PFF Bank & Trust, Glencrest
Investment Advisors, Inc., and Diversified Builder Services, Inc. The Bank
operates 38 branches in eastern Los Angeles, northern Orange, San Bernardino
and Riverside counties. Glencrest Investment Advisors, Inc. also provides
trust and wealth management services from its offices in Claremont and Irvine,
while Diversified Builders Services, Inc. provides financing and consulting
services to home builders and land developers.
About FBOP Corporation and California National Bank
FBOP Corporation is a privately-held, multi-bank holding company and
operates community banks in California (3), Arizona (1), Texas (3) and
Illinois (1). FBOP Corporation and its affiliated banks are "well capitalized"
and hold total assets of $16.3 billion.
California National Bank is headquartered in Los Angeles and maintains 68
branches serving Los Angeles, Orange, Ventura, Riverside, and San Bernardino
Counties. Following completion of this merger, the consolidated entity expects
to maintain 106 offices spanning an area from southern Orange County to
Ventura and from Indio to the Pacific Ocean.
Important Additional Information About the Merger
This communication is being made in respect of the proposed business
combination involving PFF Bancorp, Inc. and FBOP Corporation. In connection
with the proposed transactions, PFF Bancorp, Inc. plans to file with the SEC a
proxy statement as well as other documents regarding the proposed transaction.
The definitive proxy statement will be mailed to stockholders of PFF Bancorp,
Inc. SECURITY HOLDERS OF PFF BANCORP, INC. ARE ADVISED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Security holders will be able to obtain free copies of the proxy statement
(when available) and other documents filed with the SEC by PFF Bancorp, Inc.
through the website maintained by the SEC at http://www.sec.gov. Free copies
of the proxy statement (when available) and other documents filed with the SEC
are also available on the investor relations portion of PFF Bancorp's website
The Company and its directors and executive officers and other persons may
be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding the Company's directors and
executive officers is available in its Annual Report on Form 10-K for the year
ended March 31, 2007, which was filed with the SEC on May 30, 2007, and its
proxy statement for its 2007 annual meeting of stockholders, which was filed
with the SEC on July 26, 2007. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the proxy
statement and other relevant materials to be filed with the SEC when they
Certain matters discussed in this news release may constitute forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements may relate to, among
other things, expectations of the business environment in which the Company
operates, projections of future performance, perceived opportunities in the
market and statements regarding the Company's strategic objectives. These
forward-looking statements are based upon current management expectations and
may therefore involve risks and uncertainties. The Company's actual results or
performance may differ materially from those suggested, expressed, or implied
by forward-looking statements due to a wide range of factors including, but
not limited to, the general business environment, the California real estate
market, competitive conditions in the business and geographic areas in which
the Company conducts its business, regulatory actions or changes, actions by
lenders and customers, the possibility of a going concern explanatory
paragraph in our independent registered public accountants' opinion on the
Company's March 31, 2008 consolidated financial statements, the risk that the
merger is not consummated due to failure to receive regulatory approval,
stockholder approval or due to other events, and other risks detailed in the
Company's reports filed with the Securities and Exchange Commission, including
the Annual Report on Form 10-K for the fiscal year ended March 31, 2007. The
Company disclaims any obligation to subsequently revise or update any forward-
looking statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or unanticipated
Kevin McCarthy, President and CEO, or
Gregory C. Talbott, Senior Executive Vice President, COO/CFO
FBOP Corporation/California National Bank
Gregory A. Mitchell, President, California National Bank
SOURCE California National Bank Parent and PFF Bancorp
[ADDITIONAL INFORMATION HERE.]
Monday, June 16, 2008
From the press release: