UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2019
HERITAGE COMMERCE CORP
(Exact name of registrant as specified in its charter)
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California |
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000-23877 |
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77-0469558 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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150 Almaden Boulevard, San Jose, California |
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95113 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (408) 947-6900
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, No Par Value |
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HTBK |
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The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 27, 2019, Heritage Commerce Corp, a California corporation (the “Company”), held a special meeting of shareholders (the “Special Meeting”) to consider and vote upon:
· a proposal (the “Merger Proposal”) to approve the principal terms of the Agreement and Plan of Merger and Reorganization, dated as of May 16, 2019, by and among the Company, Heritage Bank of Commerce and Presidio Bank (the “Merger Agreement”) and the transactions contemplated by the Merger Agreement, including the merger of Presidio Bank with and into Heritage Bank of Commerce (the “Proposed Merger”), with Heritage Bank of Commerce surviving the Merger, and the issuance of the Company’s common stock to Presidio Bank shareholders in connection with the Proposed Merger;
· a proposal (the “Authorized Shares Proposal”) to approve an amendment to the Company’s articles of incorporation to increase the number of authorized shares of common stock from 60,000,000 to 100,000,000 shares of common stock; and
· a proposal (the “Adjournment Proposal”) to adjourn the Special Meeting to another time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the Merger Proposal or Authorized Shares Proposal.
As of July 10, 2019, the record date for the Special Meeting, there were 43,498,406 shares of the Company’s common stock outstanding and eligible to vote. At the Special Meeting 33,182,743 shares were present, in person or by proxy.
1. Approval of the Merger Proposal *
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FOR |
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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33,124,674 |
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56,906 |
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1,163 |
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0 |
2. Authorized Shares Proposal*
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FOR |
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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32,787,481 |
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377,946 |
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17,316 |
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0 |
*The affirmative vote of a majority of the Company’s issued and outstanding shares of common stock was required to approve the proposal. Abstentions were included in determining the number of shares present at the Special Meeting for determining the presence of a quorum. Since none of the proposals at the Special Meeting were routine matters for which brokers may have discretionary authority to vote, broker non-votes were not counted as represented for purposes of establishing a quorum at the Special Meeting.
As sufficient votes were cast in favor of the Merger Proposal and Authorized Shares Proposal, the Adjournment Proposal was not acted upon at the Special Meeting.
Item 8.01 Other Events.
On August 27, 2019, the Company was informed by Presidio Bank that the shareholders of Presidio Bank approved the Proposed Merger at a special shareholders meeting held on August 27, 2019.
The Company and Presidio Bank issued a joint press release announcing that the shareholders of both companies have approved the Proposed Merger.
A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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Exhibit 99.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: August 28, 2019 |
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Heritage Commerce Corp |
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By: |
/s/ Keith Wilton |
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Keith Wilton |
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President and Chief Executive Officer |
Heritage Commerce Corp and Presidio Bank Shareholders Approve Merger Agreement
San Jose, California — August 28, 2019 — Heritage Commerce Corp (Nasdaq: HTBK), the holding company (the “Company”) for Heritage Bank of Commerce, and Presidio Bank (OTCBB: PDOB) today announced that on August 27, 2019, shareholders of both Heritage Commerce Corp and Presidio Bank approved the previously announced merger agreement where Presidio Bank will merge with and into Heritage Bank of Commerce in an all-stock transaction, subject to the terms and conditions set forth therein.
The Company had previously announced that it had received all regulatory approvals from the Federal Reserve and the State of California Department of Business Oversight required to consummate the proposed transaction. The transaction is expected to close in the fourth quarter of 2019, subject to customary closing conditions. Upon completion of the transaction, the combined company will have approximately $4.0 billion in assets and 17 branches in the Greater San Francisco Bay Area, after branch consolidation.
“We are very pleased to have now received all of the shareholder and regulatory approvals required to complete our merger with Presidio Bank.” stated Keith A. Wilton, President and Chief Executive Officer. “We are particularly grateful to the collective efforts of the many dedicated employees of both institutions. We are now focused on closing the transaction and, then, with the strength of the expanded Heritage Bank of Commerce franchise, delivering a seamless organizational integration and superior products and services to our customers in the many vibrant markets of the Greater Bay Area that we serve.”
About Heritage Commerce Corp and Heritage Bank of Commerce
Heritage Commerce Corp, a California corporation organized in 1998, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company provides a wide range of banking services through Heritage Bank of Commerce, a wholly-owned subsidiary. Heritage Bank of Commerce is a California state-chartered bank headquartered in San Jose, California and has been conducting business since 1994. Heritage Bank of Commerce is a multi-community independent bank that offers a full range of commercial banking services to small and medium-sized businesses and their owners and employees. Heritage Bank of Commerce operates through 14 full service branch offices located in the counties of Santa Clara, Alameda, Contra Costa, San Benito, and San Mateo, which are in the San Francisco Bay Area of California. Our market includes the headquarters of several technology-based companies in the region commonly known as “Silicon Valley.” Heritage Bank of Commerce is an SBA Preferred Lender. Bay View Funding, a subsidiary of Heritage Bank of Commerce, is based in Santa Clara, CA and provides business-essential working capital factoring financing to various industries throughout the United States.
To view Heritage Commerce Corp’s most recent financial information, please visit the SEC Filings section of the company’s website at www.heritagecommercecorp.com.
About Presidio Bank
Presidio Bank provides business banking services to small and mid-size businesses, including professional service firms, real estate developers and investors, and not-for-profit organizations, and to their owners who desire personalized, responsive service with access to local decision makers. Presidio Bank offers clients the resources of a large bank combined with the personalized services of a neighborhood bank. Presidio Bank is headquartered in San Francisco, California and currently operates five banking offices in San Francisco, Walnut Creek, San Rafael, San Mateo and Palo Alto. More information is available at www.presidiobank.com. Presidio Bank is a member of FDIC and an Equal Housing Lender.
Forward-Looking Statement Disclaimer
These forward-looking statements are subject to various risks and uncertainties that may be outside our control and our actual results could differ materially from our projected results. Risks and uncertainties that could cause our financial performance to differ materially from our goals, plans, expectations and projections expressed in forward-looking statements include those set forth in our filings with the Securities and Exchange Commission (“SEC”), Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, and the following: (1) current and future economic and market conditions in the United States generally or in the communities we serve, including the effects of declines in property values and overall slowdowns in economic growth should these events occur; (2) effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Open Market Committee of the Federal Reserve Board; (3) our ability to manage interest rate risk; (4) changes in inflation, interest rates, and market liquidity which may impact interest margins and impact funding sources; (5) volatility in credit and equity markets and its effect on the global economy; (6) our ability to effectively compete with other banks and financial services companies and the effects of competition in the financial services industry on our business; (7) our ability to achieve loan growth and attract deposits; (8) risks associated with concentrations in real estate related loans; (9) the relative strength or weakness of the commercial and real estate markets where our borrowers are located, including related asset and market prices; (10) other than temporary impairment charges to our securities portfolio; (11) changes in the level of nonperforming assets and charge-offs and other credit quality measures, and their impact on the adequacy of the Company’s allowance for loan losses and the Company’s provision for loan losses; (12) increased capital requirements for our continual growth or as imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all; (13) regulatory limits on Heritage Bank of Commerce’s ability to pay dividends to the Company; (14) changes in our capital management policies, including those regarding business combinations, dividends, and share repurchases; (15) operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which we are highly dependent; (16) our inability to attract, recruit, and retain qualified officers and other personnel could harm our ability to implement our strategic plan, impair our relationships with customers and adversely affect our business, results of operations and growth prospects; (17) the potential increase in reserves and allowance for loan loss as a result of the transition to the current expected credit loss standard (“CECL”) established by the Financial Accounting Standards Board to account for expected credit
losses; (18) possible impairment of our goodwill and other intangible assets; (19) possible adjustment of the valuation of our deferred tax assets; (20) expected cost savings in connection with the consolidation of recent acquisitions may not be fully realized or realized within the expected time frames, deposit attrition, customer loss; (21) our ability to keep pace with technological changes, including our ability to identify and address cyber-security risks such as data security breaches, “denial of service” attacks, “hacking” and identity theft; (22) inability of our framework to manage risks associated with our business, including operational risk and credit risk; (23) risks of loss of funding of Small Business Administration or SBA loan programs, or changes in those programs; (24) compliance with governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection, securities, accounting and tax matters; (25) significant changes in applicable laws and regulations, including those concerning taxes, banking and securities; (26) effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (27) costs and effects of legal and regulatory developments, including resolution of legal proceedings or regulatory or other governmental inquiries, and the results of regulatory examinations or reviews; (28) availability of and competition for acquisition opportunities; (29) risks resulting from domestic terrorism; (30) risks of natural disasters (including earthquakes) and other events beyond our control; (31) the expected cost savings, synergies and other financial benefits from the proposed Presidio Bank acquisition might not be realized within the expected time frames or at all; conditions to the closing of the Presidio Bank acquisition may not be satisfied; and (32) our success in managing the risks involved in the foregoing factors.
Member FDIC