Attached files
| file | filename |
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| EX-2.1 - EXHIBIT 2.1 - HERITAGE OAKS BANCORP | exh_21.htm |
| EX-99.1 - EXHIBIT 99.1 - HERITAGE OAKS BANCORP | exh_991.htm |
| EX-99.2 - EXHIBIT 99.2 - HERITAGE OAKS BANCORP | exh_992.htm |
| EX-99.3 - EXHIBIT 99.3 - HERITAGE OAKS BANCORP | exh_993.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) October 21, 2013
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Heritage Oaks Bancorp
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(Exact Name of Registrant as Specified in Its Charter)
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California
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(State or Other Jurisdiction of Incorporation)
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000-25020
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77-0388249
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(Commission File Number)
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(IRS Employer Identification No.)
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1222 Vine Street, Paso Robles CA
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93446
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(Address of Principal Executive Offices)
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(Zip Code)
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(805) 369-5200
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(Registrant’s Telephone Number, Including Area Code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
ý Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On October 21, 2013, Heritage Oaks Bancorp (NASDAQ: HEOP) (“Heritage Oaks”) and Mission Community Bancorp (OTCQB: MISN) (“Mission Community”) announced that they have entered into a definitive agreement and plan of merger, dated October 21, 2013 (“Agreement”), whereby Mission Community will merge with and into Heritage Oaks with Heritage Oaks surviving, and immediately thereafter merge Mission Community Bank with and into Heritage Oaks Bank. Under the terms of the Agreement, holders of Mission Community common stock, warrants and options will receive aggregate cash consideration of $8.0 million and aggregate stock consideration of 7,541,353 shares of Heritage Oaks common stock. The total value of the merger consideration is $56.4 million, based on a $6.42 closing price of Heritage Oaks common stock on October 18, 2013. The transaction is currently expected to close in the first quarter of 2014, subject to customary conditions, including the approval of bank regulatory authorities and the shareholders of both companies. A copy of the Agreement is filed as Exhibit 2.1 to this report and incorporated herein by reference.
A copy of the press release issued jointly by Heritage Oaks and Mission Community announcing execution of the Agreement is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
In addition, a conference call to discuss the merger will be jointly hosted by Heritage Oaks and Mission Community on October 22, 2013, at 8:00 a.m. (PDT). Media representatives, analysts and the public are invited to listen to this discussion by calling (877) 363-5052 and entering the conference ID 74122802, or via on-demand webcast. The slides to be used in connection with the conference call are filed as Exhibit 99.2 to this report and are incorporated herein by reference.
A copy of the local media release issued jointly by Heritage Oaks and Mission Community announcing execution of the Agreement is filed as Exhibit 99.3 to this report and is incorporated herein by reference.
Important Information for Investors and Shareholders
This filing does not constitute an offer to sell or the solicitation of an offer to buy any securities or solicitation of any vote or approval. In connection with the proposed transaction, Heritage Oaks intends to file with the U.S. Securities and Exchange Commission a registration statement on Form S-4, which will include a joint proxy statement/prospectus with respect to the proposed acquisition of Mission Community. The final joint proxy statement/prospectus will be mailed to the shareholders of Heritage Oaks and Mission Community in advance of a vote of shareholders regarding the proposed merger. INVESTORS AND SECURITY HOLDERS OF HERITAGE OAKS AND MISSION COMMUNITY ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER CAREFULLY AND IN ITS ENTIRETY, INCLUDING ANY DOCUMENTS PREVIOUSLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING HERITAGE OAKS, MISSION COMMUNITY AND THE PROPOSED MERGER. INVESTORS WILL BE ABLE TO OBTAIN A FREE COPY OF THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS OTHER FILINGS CONTAINING INFORMATION ABOUT HERITAGE OAKS AND MISSION COMMUNITY (INCLUDING BUT NOT LIMITED TO THEIR ANNUAL REPORTS ON FORM 10-K, THEIR PROXY STATEMENTS, THEIR CURRENT REPORTS ON FORM 8-K AND THEIR QUARTERLY REPORTS ON FORM 10-Q), WITHOUT CHARGE, AT THE U.S. SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV/. INVESTORS MAY ALSO OBTAIN THESE DOCUMENTS, WITHOUT CHARGE, FROM HERITAGE OAKS’ WEBSITE AT HTTP://WWW.HERITAGEOAKSBANCORP.COM OR BY CONTACTING HERITAGE OAKS’ INVESTOR RELATIONS DEPARTMENT AT 805.369.5107 OR FROM MISSION COMMUNITY’S WEBSITE AT HTTPS://WWW.MISSIONCOMMUNITYBANK.COM OR BY CONTACTING MISSION COMMUNITY’S INVESTOR RELATIONS DEPARTMENT AT 805.269.2034. By including the foregoing website addresses, neither Heritage Oaks nor Mission Community intends to and shall not be deemed to incorporate by reference herein any material contained therein.
Participants in a Solicitation
Heritage Oaks and Mission Community and each of their respective directors, executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF HERITAGE OAKS AND THEIR OWNERSHIP OF HERITAGE OAKS COMMON STOCK IS SET FORTH IN THE PROXY STATEMENT FOR HERITAGE OAKS’ 2013 ANNUAL MEETING OF SHAREHOLDERS AS PREVIOUSLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF MISSION COMMUNITY AND THEIR OWNERSHIP OF MISSION COMMUNITY COMMON STOCK IS SET FORTH IN THE PROXY STATEMENT FOR MISSION COMMUNITY’S 2013 ANNUAL MEETING OF SHAREHOLDERS AS PREVIOUSLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF SUCH PARTICIPANTS IN THE PROPOSED TRANSACTION WILL BE INCLUDED IN THE JOINT PROXY STATEMENT/PROSPECTUS, WHEN IT BECOMES AVAILABLE.
Forward Looking Statements
This press release contains certain forward-looking information about Heritage Oaks, Mission Community, and the combined company assuming the close of the transaction, which forward-looking information is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or other words of similar meaning. You should carefully read forward-looking statements, including statements that contain these words, because they discuss the future expectations or state other “forward-looking” information about Heritage Oaks, Mission Community and the combined company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Heritage Oaks, Mission Community and the combined company. Forward-looking statements speak only as of the date they are made and neither Heritage Oaks nor Mission Community assume any duty to update such statements. Heritage Oaks and Mission Community caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by Heritage Oaks and Mission Community with the U.S. Securities and Exchange Commission, risks and uncertainties for each institution and the combined institution include, but are not limited to: lower than expected revenues; credit quality deterioration or a reduction in real estate values causing an increase in the allowance for credit losses and a reduction in net earnings; increased competitive pressure among depository institutions; the ability to complete the proposed transaction, including obtaining regulatory approvals and approval by the stockholders of Heritage Oaks and Mission Community, or any future transaction, successfully integrating such acquired entities, or achieving expected beneficial synergies and/or operating efficiencies, in each case within expected time-frames or at all; diversion of management’s attention from ongoing business operations and opportunities; the effect of the announcement of the merger on Heritage Oaks’, Mission Community’s or the combined company’s respective customer relationships and operating results; the challenges of integrating and retaining key employees; the possibility that a change in the interest rate environment may reduce net interest margins; asset/liability re-pricing risks and liquidity risks; pending legal matters may take longer or cost more to resolve or may be resolved adversely; general economic conditions, either nationally or in the market areas in which the entities operate or anticipate doing business, are less favorable than expected; the threat and impact of cyber-attacks on our and our third party vendors information technology infrastructure; and environmental conditions, including natural disasters such as earthquakes, landslides and wildfires, may disrupt business, impede operations, or negatively impact the values of collateral securing loans.
Item 9.01. Financial Statements and Exhibits.
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Exhibit 2.1
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Agreement and Plan of Merger dated October 21, 2013
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Exhibit 99.1
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Press release issued jointly by Heritage Oaks Bancorp and Mission Community Bancorp dated October 21, 2013.
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Exhibit 99.2
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Investor Presentation dated October 21, 2013.
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Exhibit 99.3
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Local media release dated October 21, 2013.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 21, 2013
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Heritage Oaks Bancorp
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By:
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/s/ Mark Olson
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Mark Olson
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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2.1
99.1
99.2
99.3
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Agreement and Plan of Merger dated October 21, 2013
Press Release dated October 21, 2013
Investor Presentation dated October 21, 2013
Local media release dated October 21, 2013
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