American Riviera Bank Announces Completion of the Merger of The Bank of Santa Barbara into American Riviera Bank

News item January 1, 2016 by American Riviera Bank

Santa Barbara, California (January 1, 2016) – American Riviera Bank (OTC Markets: ARBV) announced today that on January 1, 2016, it completed its previously announced merger with The Bank of Santa Barbara.

The merger, which was first announced on July 15, 2015, was concluded after having received the approvals of the merger from the shareholders of American Riviera Bank and The Bank of Santa Barbara as well as all required regulatory approvals. As of September 30, 2015, American Riviera Bank had $227 million in assets (unaudited) and The Bank of Santa Barbara had $182 million in assets (unaudited).

In the transaction, each share of The Bank of Santa Barbara common stock was converted into the right to receive 0.8546 shares of American Riviera Bank common stock. American Riviera Bank is issuing an aggregate of 1,586,000 shares of American Riviera Bank’s common stock to The Bank of Santa Barbara shareholders. Based on the closing price of American Riviera Bank’s common stock on December 31, 2015 of $11.30 per share, the aggregate consideration payable to The Bank of Santa Barbara common shareholders is approximately $17.9 million.

Former holders of The Bank of Santa Barbara common stock, as a group, received shares of American Riviera Bank common stock in the transaction constituting approximately 37% of the outstanding shares of American Riviera Bank common stock immediately after the close of the merger. Holders of American Riviera Bank common stock immediately prior to the merger, as a group, own approximately 63% of the outstanding shares of the American Riviera Bank common stock immediately after the close of the merger.

In connection with the transaction, American Riviera Bank will redeem 1,882 shares of Series A Non-Cumulative Perpetual Preferred Stock (“ARB Preferred Stock”) on or about January 4, 2016. These shares of ARB Preferred Stock were issued to the U.S. Department of the Treasury by American Riviera Bank in exchange for the 1,882 outstanding shares of The Bank of Santa Barbara’s Preferred Stock held by the Treasury immediately prior to the close of the merger.

Four former members of The Bank of Santa Barbara Board of Directors, David Mokros, Leonard Himelsein, Julie McGovern, and Richard Scheinberg, M.D., will join the American Riviera Bank Board of Directors.

American Riviera Bank
805-965-5942
Michelle Martinich

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