CU BANCORP (NASDAQ:CUNB) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.
As referenced above, on October20, 2017, to the Merger Agreement, the Company merged with and into PacWest with PacWest continuing as the surviving corporation. Immediately after the Merger, California United Bank, a wholly owned bank subsidiary of the Company, merged with and into Pacific Western Bank, a wholly owned bank subsidiary of PacWest, with Pacific Western Bank continuing as the surviving bank.
to the terms and conditions set forth in the Merger Agreement, each outstanding Company common share, no par value per share (“Company Common Shares”) (other than (i)shares held by PacWest or any direct or indirect wholly owned subsidiary of PacWest or by the Company or any direct or indirect wholly owned subsidiary of the Company, other than those held in a fiduciary capacity or as a result of debts previously contracted, and (ii)any dissenting shares), was converted into the right to receive $12.00 in cash (the “Cash Consideration”) and 0.5308 (the “Exchange Ratio”) of a share of PacWest’s common stock, par value $0.01 per share (“PacWest Common Stock”, and such consideration, the “Stock Consideration”, and together with the Cash Consideration, the “Merger Consideration”). For each fractional share that would have otherwise been issued, PacWest will pay cash in an amount equal to such fraction multiplied by $48.92 (the “Average Closing Price”), which was the volume weighted average price of shares of PacWest Common Stock as quoted on NASDAQ over the 20 consecutive trading days ended on October13, 2017.
In addition, each outstanding option to acquire shares of Company Common Shares (a “Company Option”) was cancelled and entitled the holder to receive an amount in cash equal to the product of (i)the total number of Company Common Shares subject to such Company Option and (ii)the excess, if any, of (A)(1)the Cash Consideration plus (2)the product of the Average Closing Price and the Exchange Ratio, over (B)the exercise price per Company Common Share under such Company Option, less any applicable taxes required to be withheld with respect to such payment.
Any vesting conditions applicable to outstanding restricted share awards and restricted stock units under the Company’s equity incentive plans were automatically accelerated in full and entitled the holder of such awards or units to receive the Merger Consideration, less any applicable taxes required to be withheld with respect to such vesting.
As a result of the Merger, PacWest will deliver approximately $224 million in cash and approximately 9.3 million shares of PacWest Common Stock to the former holders of Company Common Shares. Former holders of Company Common Shares as a group have the right to receive shares of PacWest Common Stock in the Merger constituting approximately 7% of the outstanding shares of PacWest Common Stock immediately after the Merger. As a result, holders of PacWest Common Stock immediately prior to the Merger, as a group, own approximately 93% of the outstanding shares of PacWest Common Stock immediately after the Merger.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit2.1 to the Company’s Current Report on Form8-K filed on April7, 2017, which is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.
On October20, 2017, the Company notified the NASDAQ Capital Market (“NASDAQ”) that trading in the Company Common Shares should be halted prior to market open on October23, 2017, and that the listing of the Company Common Shares should be removed. The Company has requested that NASDAQ file a notification of removal from listing of the Company Common Stock on Form25 with the Securities and Exchange Commission. The Company intends to file a Form15 with respect to the Company Common Shares requesting the deregistration of the Company Common Shares under Section12 of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d)of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 2.01 and Item 3.01 is incorporated into this Item 3.03 by reference.