Press Releases

IRVINE, Calif. and MONTEREY, Calif., October 2, 2023 – PCB Financial, Inc. ("PCB") and Northern California Bancorp, Inc. ("NCB") jointly announced today, the signing of a definitive merger agreement under which NCB will be merged with and into PCB on a cash and stock basis and NCB's wholly owned subsidiary Monterey County Bank ("MCB") will become a wholly owned subsidiary of PCB.  

  

            Charles Chrietzberg, Chairman and CEO of NCB and MCB stated "the merger is a great opportunity for additional capital to be invested into MCB and for shareholders of NCB to either continue as shareholders of PCB or receive cash for their shares." Charles Chrietzberg and other large shareholders have agreed to become shareholders of PCB as part of the Merger. After over 35 years with NCB and MCB and the completion of the merger, which is expected at year end 2023, Charles Chrietzberg will be retiring from the Board and as CEO but will continue to support PCB and MCB to expand the business in Monterey County. Mr. Chrietzberg also stated that the new leadership offered by PCB and also the capital will allow for additional products and services for MCB customers and support the growth of the MCB franchise for the next several years."  

 

            The financial details of the Merger are not disclosed at this time and the shareholders of NCB will be provided a proxy statement in the near term to vote on the Merger. 

 

            MCB was founded in 1976 and serves the business communities of Monterey, Carmel, Pacific Grove and Salinas, CA.  As of June 30, 2023 (based on unaudited financial information), Monterey County Bank had $212.2 million in total assets, $63.3 million in total loans, and $179.6 million in total deposits.  

                

PCB's investor group is anchored by several well-respected and very accomplished businesspersons, several of whom have extensive community banking experience, including serving as senior management and board members of other financial institutions.  Anand Gala, Chairman of the Board of PCB said, "The founders of PCB have shared a vision to grow a community bank and use our financial resources, business acumen and banking experience to establish and build a responsive and successful bank serving the needs of the immigrant, entrepreneur and minority communities." He added, "PCB intends to build on the best of MCB, introducing additional deposit and lending products, enhancing operating efficiencies, and implementing technologically advanced systems in order to continue to serve MCB's current customer base while expanding those services to other deserving businesses and communities that play such a vital role in our California economy."  Mr. Gala commented, "In short, PCB is very excited about this opportunity, and we can't wait to get started."   

   

              The definitive agreement has been unanimously approved by the boards of directors of both PCB and NCB.  The merger is subject to regulatory approvals, approval by the PCB and NCB shareholders, and certain other customary closing conditions. PCB plans to infuse capital into NCB and, in turn, the Bank in support of the transaction upon close. The merger is expected to close during the fourth quarter of 2023. 

  

              Husch Blackwell LLP served as legal counsel and Janney Montgomery Scott LLC acted as financial advisor to PCB and provided a valuation of NCB to PCB's board.  Gary Steven Findley and Associates served as legal counsel to NCB and The Findley Group provided a fairness opinion to NCB. 

  

              FORWARD-LOOKING STATEMENTS 

  

              This press release contains forward-looking statements regarding PCB, NCB, the proposed merger, and the combined company after the close of the transaction that are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements.  These statements involved inherent risks, uncertainties, and contingencies, many of which are difficult to predict and are generally beyond the control of PCB, NCB, and the combined company.  We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. Risks and uncertainties include, but are not limited to: governmental approval of PCB to be a bank holding company, the change of control of MCB, and of the merger may not be obtained; adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; MCB's financial condition may deteriorate resulting in adverse action by regulators with authority over NCB and MCB; conditions of the closing of the merger may not be satisfied including the ability of PCB to raise the capital necessary to close the merger; the shareholders of PCB and NCB may fail to approve the consummation of the merger; the personnel changes/retention might not proceed as planned; and the combined company might not perform as well as expected.  Forward-looking statements speak only as of the date they are made. 

  

              If you would like more information about PCB, please contact Anand Gala who can be reached via email at agala@pcb-financial.com or Christopher Walsh who can be reached via email at cwalsh@pcb-financial.com. If you would like more information about NCB and MCB, please contact Charles Chrietzberg. He can be reached via email at charles@montereycountybank.com