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Fri, December 23, 2011

Premier Commercial Bancorp Announces Stock Dividend


Published on 2011-12-23 09:05:53 - Market Wire
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December 23, 2011 12:00 ET

Premier Commercial Bancorp Announces Stock Dividend

ANAHEIM, CA--(Marketwire - Dec 23, 2011) - Premier Commercial Bancorp, Anaheim, California (OTCBB: [ PCBP ]) announced that its Board of Directors had authorized a 1.7407% stock dividend to be paid to shareholders of record as of December 31, 2011. The dividend will be paid as soon as practical on or after December 31, 2011. The dividend, which will grant shareholders 1.740 shares of Premier Commercial Bancorp stock for every 100 shares currently owned, was authorized as part of the recent merger agreement by and between California United Bank (OTCBB: [ CUNB ]) and Premier Commercial Bancorp and Premier Commercial Bank, N.A. that was announced on December 9, 2011. Fractional shares will not be issued and will be cashed out at $9.50 multiplied by the fraction.

After the payment of the stock dividend and pursuant to the terms of the merger agreement, at completion of the merger transaction Premier Commercial Bancorp shareholders will receive approximately one share of CU Bancorp common stock after the payment of the stock dividend. CU Bancorp is the holding company to be formed by California United Bank. The merger transaction is subject to regulatory and shareholder approval. The number of shares to be issued to Premier Commercial Bancorp shareholders in the merger may be adjusted under certain circumstances. For more information see California United Bank's Current Report on Form 8-K dated December 9, 2011, which is available at [ www.cunb.com ] under "Investor Relations" and "Filings."

The Board of Directors of Premier Commercial Bancorp also announced that it has recently settled the litigation relating to a lease obligation of a former subsidiary of Premier Commercial Bancorp which was located in Mesa, Arizona. Such entity was sold by Premier Commercial Bancorp in 2007 but Premier Commercial Bancorp remained a guarantor of such lease. When the former entity defaulted on the lease the lessor brought action against Premier Commercial Bancorp as the guarantor. Pursuant to the settlement Premier Commercial Bancorp will be making payments through the end of 2012, however, the Board of Directors determined to expense the full amount of settlement payments in 2011, resulting in a one-time expense to Premier Commercial Bancorp of approximately $1.0 million which will be reflected in the company's financial statements as of December 31, 2011.

In addition, Premier Commercial Bancorp, in conjunction with the merger discussions with California United Bank, cancelled 187,989 stock options of Premier Commercial Bancorp that were set to expire on December 11, 2011 and had an exercise price of $4.10 per option. As part of the cancellation Premier Commercial Bancorp paid the option holders an amount of approximately $1.1 million.

Kenneth Cosgrove, Chairman and Chief Executive Officer of Premier Commercial Bancorp, stated that the decision to expense the settlement of the Arizona lease as well as to cancel the stock options that were set to expire on December 11, 2011 and pay to the option holders cash consideration was fully disclosed to California United Bank as part of the negotiations. Mr. Cosgrove indicated that the Board of Directors believed that the cancellation of the stock options was important to existing shareholders of Premier Commercial Bancorp since it was anticipated that all of the option holders would exercise their shares that were set to expire on December 11, 2011. Such exercises would have had the effect of reducing the number of shares that Premier Commercial Bancorp shareholders would be receiving from CU Bancorp as part of the merger agreement. Both of these one-time events will result in Premier Commercial Bancorp potentially showing a slight loss in 2011 on a consolidated basis. Both of these expenses are Premier Commercial Bancorp related matters and do not affect Premier Commercial Bank, N.A.

About Premier Commercial Bancorp
Premier Commercial Bancorp is the bank holding company for Premier Commercial Bank, N.A., which is a full service bank headquartered in Anaheim with offices in Irvine, California. This communication does not constitute an offer of any securities for sale.

Cautionary Statement: This press release contains forward-looking statements as defined by federal securities law. These forward-looking statements may be accompanied by such words as "anticipate," "believe," "estimate," "expect," "forecast," "intend," "may," "plan," "will" and other words and terms of similar meaning. You should not place undue reliance on these statements. These statements may address issues that involve significant risks, uncertainties, estimates and assumptions made by management. Actual results could differ materially from current projections. The company undertakes no obligation to revise these statements following the date of this press release.