Bank Of Commerce · PSE:BNCOM
Bank Of Commerce — Merger or Acquisition (October 2018)
15 slides from Bank Of Commerce's merger presentation, Oct 5, 2018
Slide 1: Acquisition of Merchants Holding Company
bank of | holdings commerce ACQUISITION OF MERCHANTS HOLDING COMPANY OCTOBER 4, 2018
Slide 2: Disclaimers
DISCLAIMERS Forward Looking Statements This presentation may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward- looking statements are based on our management's and other experts’ current expectations, beliefs, proj
Slide 3: Transaction Highlights
TRANSACTION HIGHLIGHTS Pro forma assets of approximately $1.5 billion while deepening our Sacramento market presence * Extends our presence throughout the Sacramento market * Increases our low-cost core deposit base and enhances our ability to attract additional core deposit funding Compelling + Add
Slide 4: Overview of Merchants Holdings Company
OVERVIEW OF MERCHANTS HOLDINGS COMPANY : _-ce0 Headquartered in Sacramento, CA as 08 * 97 year operatinghistory + Single branch location in the heart of downtown 5 2 * Focused on community-based banking for local individuals g and businesses E 14pm * Stable, low-cost core deposit base = g Financial
Slide 5: Ideal Branch Location in Downtown Sacramento
IDEAL BRANCH LOCATION IN DOWNTOWN SACRAMENTO The Merchants National Bank ic MNT, Sacramento jal alltel Convention Center California state Capitol Market Observations + Prominentbranch location in the heart of downtown Sacramento + Onthe corner of 7th Streetin the K-Street district-nearby the new bas
Slide 6: Pro Forma Deposit Franchise
PRO FORMA DEPOSIT FRANCHISE * Attractive northern California deposit franchise located e e's generally along Interstate-5 7! ; u + Acquiringa sizable and attractive single branch location in vas 4 downtown Sacramento ($197 million) * Significant deposit market share (17%) in Shasta County * Footprin
Slide 7: Transaction Assumptions and Pro Forma Impacts
TRANSACTION ASSUMPTIONS AND PRO FORMA IMPACTS Consideration Mixed consideration of approximately 60% stock and 40% cash, subject toa shareholder election ‘Aggregate consideration value of $36.9 million, or $46.77 per common share Merchants’ shareholders to receive 1,834,173 shares of BOCH and $15.3
Slide 8: Loan Portfolio Composition and Comparison
LOAN PORTFOLIO COMPOSITION AND COMPARISON Il construction & Development s 21,2983 23% § 3.948 44% S$ 25,238 25% Ih secured by Farmiand 2,961 03% = 0.0% 0.2% 1-4 Family Real Estate 102,112 109% 35803 397% 137915 194% IB s+ FemiyResl Este 58437 62% 3a 1.0% S317 88% IB commercial Real Estate sot 04% 45
Slide 9: Deposit Portfolio Composition and Comparison
DEPOSIT PORTFOLIO COMPOSITION AND COMPARISON jon-Interest Bearing s 338028 314% = S 22% § 30.8% Ii interest-00, mut, Savings 571287 $3.1% 52.2% 52.9% Il cs <s2s0K 108,583 10.1% 3.9% 128,021 939% CDs > $250k 56,342 5.4% 23,063 11.7% 31408 6.4% Total Deposits $ 1076210 100.0% “$ 197,021 100.0% § 1273,
Slide 10: Gaining Market Share in Northern California
GAINING MARKET SHARE IN NORTHERN CALIFORNIA The combination of BOCH and Merchants creates the 8th largest exchange-traded bank franchise headquartered in Northern California as of June 30, 2018) Total — Market Price | "Avg baiy Vol Nonint. Now Assets Cap. 20BEPS2HGEPS Tee 3 Mo. Bearing Maturity Comp
Slide 11: Summary Transaction Highlights and Observations
SUMMARY TRANSACTION HIGHLIGHTS AND OBSERVATIONS A logical fit to generate a win for shareholders * Compelling strategicrationale * Logical geographicfit * Pro forma assets of approximately $1.5 billion at close * Enhances our low-cost core deposit balances and ability to attract additionalcore fundi
Slide 12: Appendix
APPENDIX
Slide 13: Capital Ratios
CAPITAL RATIOS (a) Merchants Pro Formal [Tangible Common Equity Ratio 10.0% 9.1% 9.0% Leverage Ratio 11.1% 10.5% 10.3% Common Equity Tier-1 Ratio (CET-1) 12.2% 22.7% 11.1% [Tier-1 Ratio 13.1% 22.7% 11.9% Risk Based Capital Ratio 15.2% 23.9% 13.8% ee ere banks of | holdings (a) Estimatedatclese mmerc
Slide 14: Non-GAAP Financial Measures
NON-GAAP FINANCIAL MEASURES Tangible common equity to tangible assets (the “tangible common equity ratio") and tangible book value pershare area non-GAAP financial measures derived from GAAP-based amounts Wecalculatethe ‘tangible common equity rato By excluding thebalance of ireangible asses fromcom
Slide 15: bank of | holdings
www.bankofcommerceholdings.com bank of | holdings commerce aan
Bank of Commerce Holdings — Merger or Acquisition (October 2018) on 6ix