SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
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[X] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CALIFORNIA INDEPENDENT BANCORP
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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Press Release Dated August 12, 2003
[Humboldt Bancorp Logo]
Humboldt Bancorp to acquire California Independent Bancorp
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Roseville, CA, and Yuba, CA, August 12, 2003 (PRNewswire) - Humboldt Bancorp
(NASDAQ: HBEK) and California Independent Bancorp (NASDAQ: CIBN) today jointly
announced that they have entered into a definitive agreement pursuant to which
Humboldt will acquire California Independent, the holding company for Feather
River State Bank, based in Yuba City, California, in a transaction valued at
approximately $80 million.
Feather River State Bank, founded in 1976, had total assets of $378 million as
of June 30, 2003. The markets served by Feather River State Bank are among the
fastest growing in the state and include nine branches in Sutter, Yuba, Colusa,
Yolo and Placer counties. It ranks third in deposit market share in Yuba and
Colusa counties, with a 20% and 24% respective market share, and holds the
number four position in Sutter County, with a 16% market share.
"This transaction allows us to fill a big void between our Roseville and Chico
locations with a solid community-oriented bank that shares our values," remarked
Robert M. Daugherty, President & Chief Executive Officer of Humboldt Bancorp.
"With our exit from the merchant bankcard business, our focus is on building and
improving the profitability of our community bank franchise. We believe this
merger with California Independent is a unique opportunity that will benefit
customers and shareholders of both our companies and is an important step
forward in creating the premier community bank in Northern California."
John Jelavich, President & Chief Executive Officer of California Independent
Bancorp and Feather River State Bank, added "We believe that this combination of
financial institutions realizes value for our shareholders that would be
difficult to achieve if we remained independent. With similar cultures and
relationship-oriented community bank focus, this merger creates an opportunity
to offer enhanced products and services, plus expand lending capabilities, which
should benefit our customers and provide for future growth."
Upon completion of the merger, Humboldt will have approximately $1.5 billion in
assets and operate 26 branches throughout northern California. The boards of
both companies have approved the transaction, which is subject to regulatory and
shareholder approvals, as well as other customary conditions of closing.
Completion is expected during the first quarter of 2004.
The transaction is valued at approximately $80 million, or $35.50 per California
Independent share. California Independent shareholders may elect to exchange
each share held for cash or stock, although elections may be subject to
proration if the results of all shareholders' elections differ from Humboldt's
targeted stock-cash split of 60%-40%. The aggregate cash consideration will be
approximately $32 million, or 40% of the total consideration, and a total of
approximately 3.28 million shares of Humboldt common stock will be issued,
representing 60% of the total consideration.
The consideration California Independent shareholders will be entitled to
receive in exchange for their shares will depend on the average price of
Humboldt common stock during a defined 20-trading day period prior to closing.
If the average closing price of Humboldt common stock during the defined period
is greater than $14.12 and less than $15.30 per share, a California Independent
shareholder will be entitled to receive, in exchange for a California
Independent share, $35.50 in cash or a number of shares of Humboldt common stock
with a value of $35.50 based on the Humboldt average closing price during the
defined period. If the average closing price of Humboldt common stock during the
defined period is $14.12 or lower, then a California Independent shareholder
will be entitled to receive, in exchange for a California Independent share,
cash in an amount, or a number of shares of Humboldt common stock with a value,
based on Humboldt's average closing price, equal to the sum of $14.20 and the
value of 1.5085 shares of Humboldt common stock based on Humboldt's average
closing price, which sum will be less than $35.50. However, if the average price
of Humboldt common stock declines disproportionately on an absolute basis and
compared to the Nasdaq Bank Index, Humboldt may adjust the consideration a
California Independent shareholder would be entitled to receive and, if it does
not, California Independent may elect to terminate the merger agreement. If the
average closing price of Humboldt common stock during the defined period is
$15.30 or higher, a California Independent shareholder will be entitled to
receive, in exchange for a California Independent share, cash in an amount, or a
number of shares of Humboldt common stock with a value, based on Humboldt's
average closing price, equal to the sum of $14.20 and the value of 1.3922 shares
of Humboldt common stock based on Humboldt's average closing price, which sum
will be more than $35.50. Accordingly, the final percentage of the aggregate
stock consideration may vary slightly above or below 60% of the total.
HBEK-CIBN Merger Announcement Release
August 12, 2003
Page 2
The companies anticipate that the transaction will qualify as a tax-free
reorganization, and in general, expect that California Independent shareholders
will not recognize income to the extent they exchange all of their California
Independent stock for Humboldt stock and do not receive cash in lieu of any
fractional shares, although shareholders should consult their own tax advisors
for the consequences of the merger to them.
Humboldt expects the transaction to be accretive to GAAP earnings per share
within the first year after completion, excluding the impact of merger-related
expenses. Humboldt expects to recognize approximately $2 million in
non-recurring charges related to the transaction and integration, most of which
will be recognized during the quarter in which the transaction is completed.
After completion of the holding company merger, Feather River State Bank will be
merged into and operated as a division of Humboldt Bank, retaining its local
brand identity.
Subject to fiduciary duties under applicable law, Humboldt expects to appoint
three California Independent directors to the Humboldt board at the time of
closing and to cause them to be nominated for election at Humboldt's next annual
meeting of shareholders. Humboldt anticipates that three current Humboldt
directors will resign effective as of the closing of the transaction. The
remaining California Independent directors will be asked to join a newly-formed
regional advisory board for the markets served by Feather River State Bank. John
Jelavich, President & Chief Executive Officer of California Independent, will
retire after completion of the transaction.
Keefe, Bruyette & Woods, Inc. served as the financial advisor for Humboldt and
Sandler O'Neill & Partners, LP served as financial advisor for California
Independent.
Humboldt Bancorp will conduct a conference call today at 8:00 a.m. PDT to
discuss the acquisition of California Independent Bancorp. The phone number is
800.706.6525 and the pass code is HBEK. The presentation slides will be
available on the internet at www.humboldtbancorp.com. Click on "Investor
Information" and "Presentations." A re-broadcast of the conference call will be
available later today at 800.839.0860 with pass code 1161.
Humboldt Bancorp had total assets of $1.1 billion as of June 30, 2003. Through
its principal operating subsidiary, Humboldt Bank, it offers business and
consumer banking services at 19 locations, including its Tehama Bank and Capitol
Valley Bank divisions. For additional information, visit
www.humboldtbancorp.com.
This news release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act of 1934, as amended and Humboldt and California Independent intend
for such forward-looking statements to be covered by the safe harbor provisions
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. These forward-looking statements describe the companies'
expectations regarding future events and developments, including Humboldt's
ability to achieve expected financial results from a merger with California
Independent Bancorp. Future events are difficult to predict, and the
expectations described above are necessarily subject to risk and uncertainty
that may cause actual results to differ materially and adversely. In addition,
discussions about risks and uncertainties are set forth from time to time in the
companies' publicly available Securities and Exchange Commission filings. The
companies undertake no obligation to publicly revise these forward-looking
statements to reflect subsequent events or circumstances.
The foregoing may be deemed to be offering materials of Humboldt and California
Independent in connection with Humboldt's proposed acquisition of California
Independent, on the terms and subject to the conditions in the Agreement and
Plan of Merger, dated August 11, 2003, between Humboldt and California
Independent. This disclosure is being made in connection with Regulation of
Takeovers and Security Holder Communications (Release Nos. 33-7760 and 34-42055)
adopted by the Securities and Exchange Commission ("SEC"). Humboldt and
California Independent shareholders and other investors are urged to read the
joint proxy statement/prospectus that will be included in the registration
statement on Form S-4, which Humboldt will file with the SEC in connection with
the proposed merger, because it will contain important information about
Humboldt, California Independent, the merger and related matters. Humboldt and
its directors and executive officers and California Independent and its
directors and executive officers may be deemed to be participants in Humboldt's
and California Independent's solicitation of proxies from Humboldt shareholders
and California Independent's shareholders in connection with the proposed
merger. Information regarding the participants and their security holdings can
be found in each of Humboldt's and California Independent's most recent proxy
statements filed with the SEC, which are available from the SEC and the
respective companies as described below, and the joint proxy
statement/prospectus when it is filed with the SEC. After it is filed with the
SEC, the joint proxy statement/prospectus will be available for free, both on
the SEC web site (http://www.sec.gov) and from Humboldt and California
Independent as follows:
HBEK-CIBN Merger Announcement Release
August 12, 2003
Page 3
Patrick J. Rusnak
Chief Financial Officer
Humboldt Bancorp
2998 Douglas Boulevard, Suite 330
Roseville, CA 95661
prusnak@humboldtbancorp.com
Kevin Watson
Chief Financial Officer
California Independent Bancorp
1227 Bridge Street, Suite C
Yuba City, CA 95991
kevinw@frsb.com
In addition to the proposed registration statement and joint proxy
statement/prospectus, Humboldt and California Independent file annual, quarterly
and special reports, proxy statements and other information with the SEC. You
may read and copy any reports, statements or other information filed by either
company at the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the SEC's other public reference rooms in New York
and Chicago. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Humboldt and California Independent filings with the
SEC are also available to the public from commercial document-retrieval services
and on the SEC's web site at http://www.sec.gov.
Contacts:
Humboldt Bancorp
Robert M. Daugherty
President & Chief Executive Officer
916.783.2813
bdaugherty@humboldtbancorp.com
Patrick J. Rusnak
Chief Financial Officer
916.783.2812
prusnak@humboldtbancorp.com
California Independent Bancorp
John Jelavich
President & Chief Executive Officer
530.674.6009
johnj@frsb.com