Transaction Overview

CBC Bancorp, the holding company for Commercial Bank of California (CBC), announces it has entered into a definitive acquisition agreement with Bay Community Bancorp (OTC Pink: CBOBA), the holding company for Community Bank of the Bay (CBB). Under the terms of the agreement, CBC Bancorp will acquire Bay Community Bancorp in an all-cash transaction valued at approximately $120 million, or $14 per share.

The acquisition of Bay Community Bancorp will transition Community Bank of the Bay to a privately held bank owned by a limited number of private investors, and its shares will no longer be publicly traded. This transition will benefit CBB, its clients, team, and community with a cultural and operational shift. As a privately held bank, CBB will remain a division of CBC Bancorp for the long term, all financial decisions will be made based on client success, and the bank will be relieved of investor pressures for profit growth. This will also empower both banks to grow in execution of CBC’s core values of gratitude, respect, integrity, trust, courage, compassion, and humility.

Community Bank of the Bay will maintain its name recognition and branch operations while officially becoming a division of Commercial Bank of California. This union brings these successful organizations from two of California’s largest banking markets and combines them for a total of $3.8 billion in assets. The acquisition also capitalizes on CBC’s successful business banking experience and pairs it with the unmatched community banking experience of CBB.

The transaction is expected to close in the second half of 2024, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approvals from CBC Bancorp and Bay Community Bancorp shareholders. Raymond James & Associates Inc. served as financial advisor to CBC Bancorp and Husch Blackwell LLP acted as its legal advisor in the transaction. Janney Montgomery Scott LLC served as financial advisor to Bay Community Bancorp and Spierer, Woodward, Corbalis & Goldberg acted as its legal advisor in the transaction.

About Bay Community Bancorp

Bay Community Bancorp (OTCPink: CBOBA) is the parent company of Community Bank of the Bay, a San Francisco Bay Area commercial bank with full-service offices in Oakland, Danville, San Mateo and San Jose. Community Bank of the Bay serves the financial needs of closely held businesses and professional service firms, as well as their owner-operators and non-profit organizations throughout the San Francisco Bay Area. Community Bank of the Bay is a member of the FDIC, an SBA Preferred Lender, and a CDARS depository institution, headquartered in Oakland. It is also California’s first FDIC-insured certified Community Development Financial Institution. The bank is recognized for establishing the Bay Area Green Fund to provide financing to sustainable businesses and projects and supports environmentally responsible values. Additional information on the bank is available online at www.BankCBB.com.

About CBC Bancorp

Commercial Bank of California is a full-service bank and diversified financial services company serving the business and professional communities of Los Angeles and Orange counties. Recognized as a BauerFinancial, Inc. “Four-Star Excellent Bank” for its financial strength and stability, CBC provides the financial expertise of a major bank while maintaining a commitment to personalized service for every CBC client. CBC is heavily focused on community reinvestment and has been named one of So Cal’s Best Places to Work in 2022 and 2023. For more information, please visit www.cbcal.com.