Pacific Commerce Bank and Vibra Bank Announce Agreement to Merge

LOS ANGELES, CA, United States, via ETELIGIS INC., 10/30/2014 – – Pacific Commerce Bank, “PFCI” (OTCQB: PFCI), and Vibra Bank “VBBK” (OTCQB: VBBK), today announced that they have entered into a definitive agreement to merge the two banks into Pacific Commerce Bank. Vibra Bank has one branch office located in Chula Vista, and had assets of $148.1 million, total deposits of $133.6 million, and total loans of $103.7 million as of September 30, 2014. Pacific Commerce Bank has three branch offices in Los Angeles, West Los Angeles and San Diego and has assets of $209.2 million, total deposits of $160.8 million and total loans of $187.7 million as of September 30, 2014.

"This is the first transaction for Pacific Commerce Bank and is the culmination of two years of hard work to improve the Bank’s financial performance and establish a strong foundation on which to grow,” said Thomas Iino, Chairman of the Board for Pacific Commerce Bank. “This merger, which illustrates our growth strategy, provides shareholders, customers and employees improved value, strength and opportunity. We look forward to joining forces with the Vibra Bank team to continue our strategy of growth, both organically and through acquisitions, throughout the lucrative Southern California market.”

The combined bank will operate under the leadership of Frank Mercardante who will become CEO and a Director of Pacific Commerce Bank upon the close and the continued contributions of Scott Andrews who will serve as President. “This merger will enable us to strengthen our customer service, maintain the dedicated community-focused banking and high level of personal service that our customers have come to enjoy,” said Howard B. Levenson, Chairman of the Board of Vibra Bank. “It also provides a solid opportunity for the shareholders and employees of both banks to become part of a growing organization with a keen focus on creating shareholder value in the future,” he added.

Frank Mercardante, current President and CEO of Vibra Bank said, “I am confident this transaction will benefit the customers of the combined bank with an expanded array of deposit and treasury management products and services, as well as the ability to offer larger loans to our business clients. The combined footprint of the two banks will enable us to more effectively compete for business in the greater Southern California marketplace.”

The transaction will be immediately accretive to PFCI’s earnings in 2015 and subsequent years, adding to shareholder value, and is priced at 120% of Vibra Bank’s adjusted tangible book value, to be determined as of the month-end prior to closing. PFCI will pay approximately sixty-seven percent in common stock and approximately thirty-three percent in cash on an aggregate basis. Within the foregoing limits on the mix of stock and cash, VBBK shareholders will be able to elect PFCI common stock, cash, or a combination thereof. The number of shares of PFCI common stock to be issued to VBBK shareholders is based on the closing adjusted tangible book value of both PFCI and VBBK.

The transaction is expected to close in the first quarter of 2015, and upon closing the Bank will have approximately $350 million in assets and operate four branches in Los Angeles and San Diego counties. Max Freifeld and Luis Maizel, currently directors of VBBK, will join the PFCI board of directors. PFCI and VBBK’s board of directors have approved the merger agreement, and Directors and executive officers of VBBK have entered into agreements whereby they have committed to vote their shares in favor of the transaction. The closing of the merger is subject to satisfaction of customary closing conditions, including regulatory approvals and approval of both PFCI and VBBK shareholders.

Pacific Commerce Bank was advised in the transaction by Western Financial Corporation, as financial advisor, Stuart | Moore, as legal counsel, and a fairness opinion was delivered by Performance Trust Capital Partners, LLC. King, Holmes, Paterno & Berliner served as legal counsel to Vibra Bank, and FIG Partners, LLC advised and delivered a fairness opinion.

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About Pacific Commerce Bank

Established in 2002, Pacific Commerce Bank is a business-oriented community bank with offices in downtown Los Angeles, West Los Angeles and San Diego. Founded by local business owners and professionals, the Bank is focused on meeting the diverse financial needs of its clients, and offers a full range of loan, deposit and treasury management products and is an SBA Preferred Lender. For more information about the Bank, please visit our website at www.pacificcommercebank.com.

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About Vibra Bank

Vibra Bank is a full-service community bank offering wide variety of deposit and loan services to meet their customers’ needs. Deposit offerings include, among others, state-of-the-art online banking and remote deposit capture. As an SBA Preferred Lender, Vibra’s lending is focused on loans to small businesses and professionals, commercial real estate, and high net-worth individuals. Please visit our website at www.vibrabank.com for more information.

Forward-Looking Statements

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Each of PFCI and VBBK intends 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 and is including this statement for purposes of these safe harbor provisions. The companies’ respective abilities to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material effect on the operations and future prospects of each of PFCI and VBBK and the resulting company, include but are not limited to: (1) the businesses of PFCI and/or VBBK may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the merger; (5) the ability to obtain required regulatory and shareholder approvals, and the ability to complete the merger on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the companies’ respective market areas; their implementation of new technologies; their ability to develop and maintain secure and reliable electronic systems; and accounting principles, policies, and guidelines, and (7) other risk factors detailed from time to time. PFCI and VBBK undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:

Scott Andrews,

Pacific Commerce Bank

213-617-8961

sandrews

Frank Mercardante,

Vibra Bank

619-651-9411

fmercardante

SOURCE: Pacific Commerce Bank

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