HERITAGE COMMERCE CORP (NASDAQ:HTBK) Files An 8-K Other Events

ME Staff 8-k
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HERITAGE COMMERCE CORP (NASDAQ:HTBK) Files An 8-K Other Events
Item 8.01 Other Events.

On April6, 2018, to the Agreement and Plan of Merger and Reorganization, dated as of December20, 2017 (the “Merger Agreement”), by and among Heritage Commerce Corp, a California corporation (“Heritage”), Heritage Bank of Commerce, a California chartered bank and wholly owned subsidiary of Heritage (“HBC”), and Tri-Valley Bank, a California chartered bank (“Tri-Valley”), Tri-Valley merged with and into HBC with HBC continuing as the surviving bank (the “Merger”).

to the terms of the Merger Agreement, upon completion of the Merger, each outstanding Tri-Valley common share, no par value per share (“Tri-Valley Common Share”), was converted into the right to receive 0.0489 of a share of Heritage common stock, no par value per share (“Heritage Common Stock”). Holders of Tri-Valley stock options and an outstanding warrant were cashed out in accordance with the terms of the Merger Agreement.

As a result of the Merger, Heritage will deliver approximately 1.9 million shares of Heritage Common Stock to the former holders of Tri-Valley Common Stock. Former holders of Tri-Valley Common Stock, as a group, have the right to receive shares of Heritage Common Stock in the Merger constituting approximately 4.7% of the outstanding shares of Heritage Common Stock immediately after the Merger.

On April9, 2018 Heritage issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated April9, 2018.


HERITAGE COMMERCE CORP Exhibit
EX-99.1 2 a18-9651_1ex99d1.htm EX-99.1 Exhibit 99.1   HERITAGE COMMERCE CORP ANNOUNCES THE COMPLETION OF ITS MERGER WITH TRI-VALLEY BANK   San Jose,…
To view the full exhibit click here

About HERITAGE COMMERCE CORP (NASDAQ:HTBK)

Heritage Commerce Corp is a bank holding company. The Company, through its subsidiary Heritage Bank of Commerce (the Bank), provides a range of banking services. The Bank is a California state-chartered multi-community independent bank that offers a range of commercial banking services to small and medium-sized businesses and their owners, managers and employees. The Company offers a multitude of other products and services to complement its lending and deposit services. These include cashier’s checks, traveler’s checks, bank-by-mail, automated teller machines (ATMs), night depositories, safe deposit boxes, direct deposit, automated payroll services, electronic funds transfers, online banking, online bill pay, homeowner association services and other customary banking services. In addition to the traditional financial services offered, the Bank offers remote deposit capture, automated clearing house origination, electronic data interchange and check imaging.