BayCom, holding company for United Business Bank, and Uniti Financial, holding company for Uniti Bank, signed an agreement and plan of merger under which BayCom will acquire UIFC in a cash and stock transaction valued at approximately $63.9 million or $3.99 per share, based on the closing price of BayCom common stock of $23.39 on December 7, 2018.
Under the terms of the agreement, Uniti Financial and Bank will be merged with and into BayCom and United Business Bank. Upon consummation of the merger, each UIFC shareholder will receive $2.30 in cash and 0.0723 shares of BayCom common stock in exchange for each share of UIFC stock.
The transaction will expand Baycom’s presence in Southern California and result in a combined company with approximately $1.8 billion in total assets, $1.2 million in total loans and $1.5 billion in total deposits, along with 17 locations in California, two in Washington and six in New Mexico.
The plan was unanimously approved by both boards of directors. Closing of the transaction is expected in the second quarter of 2019, subject to customary conditions, including regulatory approval and approval by Uniti shareholders.
BayCom anticipates this transaction will be accretive to earnings (before merger costs) in the first year of combined operations and accretive to tangible book value in less than three years.
George Guarini, president and CEO of BayCom, stated, “Let me start by welcoming the Uniti Bank staff. At the end of the day, our business is only as good as our people and we are looking forward to having the Uniti Bank team join the United Business Bank family. [Uniti President and CEO] Jack Choi and his team built a solid franchise and we are pleased that Jack will join us as President of the Uniti Division of United Business Bank. We are very excited to have the opportunity to achieve scale in Southern California while setting the stage for taking advantage of additional partner opportunities available in the marketplace. We look forward to serving Uniti Bank’s clients and welcoming the shareholders of UIFC.”
Dave Muchnikoff of Silver, Freeman, Taft & Tiernan provided legal services to BayCom while Tom Mecredy of Vining Sparks issued a fairness opinion. Young H. Park, Attorney provided legal services to Uniti, while Greg Gersack of FIG Partners provided investment banking services and a fairness opinion.
