May 10, 2018

Heritage Commerce Corp. announced it has completed its previously announced merger of its wholly owned bank subsidiary Heritage Bank of Commerce with United American Bank effective as of the close of business on May 4, 2018. United American was a full service commercial bank located in San Mateo County with three full-service branches located in San Mateo, Redwood City and Half Moon Bay, California. The bank serviced businesses, professionals and individuals. As of March 31, 2018, United American had $319.7 million in assets, $286.6 million in deposits, and $218.3 million in net loans.

“After receiving approval from the shareholders of United American and all regulatory approvals, we are pleased to announce the completion of the merger. We look forward to welcoming United American customers, employees and shareholders to the Heritage family, and expect a smooth integration of our banks,” said Walter T. Kaczmarek, President and Chief Executive Officer of Heritage. “This strategic combination is an exciting step forward as we expand our presence into San Manteo County.”

Under the terms of the merger, United American shareholders received a fixed exchange ratio of 2.1644 shares of Heritage common stock in exchange for each share of United American common stock and each common stock equivalent underlying the United American Series D Preferred Stock and Series E Preferred Stock. As a result of the merger, Heritage issued 2,826,130 shares of Heritage common stock to the former holders of United American common and Series D Preferred Stock and Series E Preferred Stock, constituting approximately 6.6% of the outstanding shares of Heritage common stock immediately after the merger. Also under terms of the merger, shareholders of the United American Series A Preferred Stock and the Series B Preferred Stock received $1,000 cash for each share.

“We are delighted to be joining Heritage and believe the combination of our two banks will generate significant synergies for our stakeholders,” said John Schrup, President and Chief Executive Officer of United American Bank. “The combination allows us to partner with a strong franchise that is focused on providing excellent customer service and has a deep commitment to the communities where it operates.”

ATBancorp, a bank holding company headquartered in Dubuque, Iowa owned approximately 83% of United American’s common stock and all of its preferred stock prior to the closing. ATBancorp owns approximately 5.4% of the issued and outstanding Heritage common stock following the merger with United American.

Keefe, Bruyette & Woods, Inc. was the financial advisor to Heritage in the transaction. Buchalter, a professional corporation, Los Angeles, California, was legal counsel to Heritage. Sandler O’Neill + Partners, L.P. acted as financial advisor to United American. Sheppard Mullin Richter & Hampton LLP, San Francisco, California was legal counsel to United American. Barack Ferrazzano Kirschbaum & Nagelberg LLP, Chicago, Illinois was legal counsel to ATBancorp.

Source: ABL Advisor