BayCom Corp, the holding company for United Business Bank (UBB), and TIG Bancorp, the holding company for First State Bank of Colorado, signed an agreement and plan of merger under which BayCom will acquire TIG in a cash and stock transaction valued at approximately $39.4 million or $12.37 per share, based on the BayCom common stock price closing price of $21.90 per share on June 28, 2019.
Under the terms of the agreement, TIG will be merged with and into BayCom. The agreement also calls for the merger of First State Bank of Colorado with and into United Business Bank. Upon consummation of the merger, each TIG shareholder will receive $6.34 in cash and 0.27543 of a share of BayCom common stock in exchange for each share of TIG common stock.
At March 31, 2019, TIG had approximately $229.0 million in assets, $146.2 million in loans, $198.4 million in deposits and $29.5 million in shareholder’s equity. The transaction will establish the BayCom’s presence in Colorado, as First State Bank of Colorado serves customers through its Denver Tech Center Branch in Arapahoe County, its Fountain Branch in El Paso County, its Westcliffe Branch in Custer County and its four branches in the communities of Crawford, Delta, Hotchkiss and Paonia all in Delta County. Upon completion of the transaction, the combined company will have approximately $2 billion in total assets, $1.4 billion in total loans and $1.8 billion in total deposits. UBB will have 20 locations in California, two in Washington, six in New Mexico and seven in Colorado.
The agreement and plan of merger was unanimously approved by the boards of directors of BayCom and TIG. The closing of the transaction is expected to occur in the fourth quarter of 2019, subject to customary conditions, including regulatory approval, and approval by the shareholders of TIG. BayCom anticipates this transaction will be accretive to earnings (before merger costs) in the first year of combined operations and accretive to tangible book value in approximately three years.
George Guarini, president and CEO of BayCom, commented, “Jeffrey Walker and his team built a solid franchise and we are pleased that Jeffrey will join us as president of the Colorado Division of United Business Bank. We are very excited to have the opportunity to enter the Colorado market setting the stage for taking advantage of additional partner opportunities available in the state. We look forward to serving First State Bank of Colorado’s clients and welcoming the shareholders of TIG.”
Jeffrey Walker, president and CEO of TIG, added, “We are very happy to join BayCom and believe our combination with United Business Bank will provide significant value to our shareholders, clients and employees.”
Silver, Freedman, Taff & Tiernan provided legal services, while Janney Montgomery Scott provided investment banking services for BayCom and UBB. Baird Holm provided legal services to TIG and First State Bank of Colorado, while GLC Advisors & Co. provided investment banking services, and Vining Sparks IBG issued a fairness opinion.
United Business Bank offers a full range of loans, including SBA, FSA and USDA guaranteed loans, along with deposit products and services to businesses through affiliates in California, Washington and New Mexico.
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