Sets Legal Closing Date for December 1, 2012
SAN FRANCISCO -- (Business Wire)
UnionBanCal Corporation (“UNBC”) and its primary subsidiary, Union Bank,
N.A. (“Union Bank”), today announced that UNBC has received approval
from the Board of Governors of the Federal Reserve System and the Office
of the Comptroller of the Currency for its $1.5 billion purchase of
Pacific Capital Bancorp (“PCBC”), a bank holding company headquartered
in Santa Barbara, California. This action follows the Japan Financial
Services Agency’s clearance of the transaction. The transaction was
previously announced on March 12, 2012. UNBC has also set its
anticipated legal closing date for December 1, 2012.
By acquiring PCBC and its primary subsidiary, Santa Barbara Bank &
Trust, N.A. (“SBBT”), Union Bank adds 45 branches, significantly
expanding its geographic footprint to important areas of the Central
Coast. Union Bank will become the leading bank in the Santa Barbara
Metropolitan Statistical Area (MSA), fourth in the Oxnard-Thousand Oaks
MSA, and fifth in the Salinas-Carmel MSA.
The acquisition, which includes $3.7 billion in loans held for
investment and $4.7 billion in deposits at September 30, 2012, will
strengthen Union Bank’s ability to serve customers through greater scale
and distribution in community banking, consumer, commercial and small
business lending, and wealth management.
Following the consummation of the transaction, the registration of
PCBC’s common stock under the Securities Exchange Act of 1934, as
amended, will be terminated. In addition, shares of PCBC common stock
will no longer be listed on any stock exchange or quotation system,
including the Nasdaq Global Market. After the merger is completed,
public stockholders of record of PCBC will receive a letter of
transmittal with detailed instructions for exchanging their stock
certificates for the per share merger consideration.
If any public stockholders’ shares are held in “street name” by their
broker, bank or other nominee, such stockholders will receive
instructions from their broker, bank or other nominee as to how to
effect the surrender of their “street name” shares in exchange for the
per share merger consideration. Any stockholders of PCBC with questions
about the merger should contact PCBC in writing at its principal
executive offices at 1021 Anacapa Street, Santa Barbara, California
93101, Attention: Investor Relations, or by telephone at 805-884-6680.
About UnionBanCal Corporation & Union Bank, N.A.
Headquartered in San Francisco, UnionBanCal Corporation is a financial
holding company with assets of $88.2 billion at September 30, 2012. Its
primary subsidiary, Union Bank, N.A., is a full-service commercial bank
providing an array of financial services to individuals, small
businesses, middle-market companies, and major corporations. The bank
operates 402 branches in California, Washington, Oregon, Texas, New York
and Illinois, as well as two international offices. UnionBanCal
Corporation is a wholly-owned subsidiary of The Bank of Tokyo-Mitsubishi
UFJ, Ltd., which is a subsidiary of Mitsubishi UFJ Financial Group, Inc.
Union Bank is a proud member of the Mitsubishi UFJ Financial Group
(MUFG) (NYSE:MTU), one of the world’s largest financial organizations.
for more information.
In connection with the proposed merger, PCBC has filed a definitive
information statement relating to the merger with the Securities and
Exchange Commission (SEC). PCBC INVESTORS SHOULD READ THE DEFINITIVE
INFORMATION STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER AND PCBC, including, without limitation, information
regarding the delisting and deregistration of PCBC shares following the
merger, and instructions regarding the exchange of PCBC shares following
the consummation of the merger for the per share merger consideration.
You can obtain the definitive information statement, as well as other
filings containing information about PCBC, free of charge, at the
website maintained by the SEC at www.sec.gov.
In addition, filings made by PCBC with the SEC, other than preliminary
materials, may be obtained free of charge by contacting PCBC at
805-564-6298 or 1021 Anacapa Street, Santa Barbara, California 93101,
Attention: Investor Relations.
Cautionary Statement Concerning Forward-Looking Information
This document includes forward-looking statements that involve risks and
uncertainties. Forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts. Often,
they include the words “believe,” “continue,” “expect,” “target,”
“anticipate,” “intend,” “plan,” “estimate,” “potential,” “project,” or
words of similar meaning, or future or conditional verbs such as “will,”
“would,” “should,” “could,” or “may.” There are numerous risks and
uncertainties that could and will cause actual results to differ
materially from those discussed in UNBC’s forward-looking statements.
Many of these factors are beyond UNBC’s ability to control or predict
and could have a material adverse effect on UNBC’s financial condition,
results of operations and/or prospects. Such risks and uncertainties
include, but are not limited to uncertainties as to the timing of
completion of the proposed acquisition, the possibility that various
closing conditions (including regulatory approval) for the proposed
transaction may not be satisfied at all or in a timely manner or waived,
UNBC’s ability to retain key employees and other risks and uncertainties
discussed in UNBC’s public filings with the SEC. All forward-looking
statements included in this document are based on information available
at the time of such document, and UNBC assumes no obligation to update
any forward-looking statement.
Tom Taggart, 415-765-2249
Source: UnionBanCal Corporation
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