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UNIONBANCAL CORPORATION ANNOUNCES REGULATORY APPROVAL FOR PURCHASE OF PACIFIC CAPITAL BANCORP Sets Legal Closing Date for December 1, 2012
For Immediate Release
SAN FRANCISCO, November 14, 2012 – UnionBanCal Corporation (“UNBC”) and its primary subsidiary, Union Bank, N.A. (“Union Bank”), today announced that UNBC has received approval from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency for its $1.5 billion purchase of Pacific Capital Bancorp (“PCBC”), a bank holding company headquartered in Santa Barbara, California. This action follows the Japan Financial Services Agency’s clearance of the transaction. The transaction was previously announced on March 12, 2012. UNBC has also set its anticipated legal closing date for December 1, 2012.
By acquiring PCBC and its primary subsidiary, Santa Barbara Bank & Trust, N.A. (“SBBT”), Union Bank adds 45 branches, significantly expanding its geographic footprint to important areas of the Central Coast. Union Bank will become the leading bank in the Santa Barbara Metropolitan Statistical Area (MSA), fourth in the Oxnard-Thousand Oaks MSA, and fifth in the Salinas-Carmel MSA.
The acquisition, which includes $3.7 billion in loans held for investment and $4.7 billion in deposits at September 30, 2012, will strengthen Union Bank’s ability to serve customers through greater scale and distribution in community banking, consumer, commercial and small business lending, and wealth management.
Following the consummation of the transaction, the registration of PCBC’s common stock under the Securities Exchange Act of 1934, as amended, will be terminated. In addition, shares of PCBC common stock will no longer be listed on any stock exchange or quotation system, including the Nasdaq Global Market. After the merger is completed, public stockholders of record of PCBC will receive a letter of transmittal with detailed instructions for exchanging their stock certificates for the per share merger consideration.
If any public stockholders’ shares are held in “street name” by their broker, bank or other nominee, such stockholders will receive instructions from their broker, bank or other nominee as to how to effect the surrender of their “street name” shares in exchange for the per share merger consideration. Any stockholders of PCBC with questions about the merger should contact PCBC in writing at its principal executive offices at 1021 Anacapa Street, Santa Barbara, California 93101, Attention: Investor Relations, or by telephone at (805) 884-6680.
About UnionBanCal Corporation & Union Bank, N.A.
Headquartered in San Francisco, UnionBanCal Corporation is a financial holding company with assets of $88.2 billion at September 30, 2012. Its primary subsidiary, Union Bank, N.A., is a full-service commercial bank providing an array of financial services to individuals, small businesses, middle-market companies, and major corporations. The bank operates 402 branches in California, Washington, Oregon, Texas, New York and Illinois, as well as two international offices. UnionBanCal Corporation is a wholly-owned subsidiary of The Bank of Tokyo-Mitsubishi UFJ, Ltd., which is a subsidiary of Mitsubishi UFJ Financial Group, Inc. Union Bank is a proud member of the Mitsubishi UFJ Financial Group (MUFG, NYSE:MTU), one of the world's largest financial organizations. Visit www.unionbank.com for more information.
In connection with the proposed merger, PCBC has filed a definitive information statement relating to the merger with the Securities and Exchange Commission (SEC). PCBC INVESTORS SHOULD READ THE DEFINITIVE INFORMATION STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND PCBC, including, without limitation, information regarding the delisting and deregistration of PCBC shares following the merger, and instructions regarding the exchange of PCBC shares following the consummation of the merger for the per share merger consideration. You can obtain the definitive information statement, as well as other filings containing information about PCBC, free of charge, at the website maintained by the SEC at www.sec.gov. In addition, filings made by PCBC with the SEC, other than preliminary materials, may be obtained free of charge by contacting PCBC at (805) 564-6298 or 1021 Anacapa Street, Santa Barbara, California 93101, Attention: Investor Relations
Cautionary Statement Concerning Forward-Looking Information
This document includes forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words “believe,” “continue,” “expect,” “target,” “anticipate,” “intend,” “plan,” “estimate,” “potential,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” There are numerous risks and uncertainties that could and will cause actual results to differ materially from those discussed in UNBC’s forward-looking statements. Many of these factors are beyond UNBC’s ability to control or predict and could have a material adverse effect on UNBC’s financial condition, results of operations and/or prospects. Such risks and uncertainties include, but are not limited to uncertainties as to the timing of completion of the proposed acquisition, the possibility that various closing conditions (including regulatory approval) for the proposed transaction may not be satisfied at all or in a timely manner or waived, UNBC’s ability to retain key employees and other risks and uncertainties discussed in UNBC’s public filings with the SEC. All forward-looking statements included in this document are based on information available at the time of such document, and UNBC assumes no obligation to update any forward-looking statement.