Citizens Business Bank executed a letter of intent to acquire Suncrest Bank (OTCPK:SBKK) on June 3, 2021. Citizens Business Bank entered into an agreement to acquire Suncrest Bank (OTCPK:SBKK) for approximately $200 million on July 27, 2021. Citizens Business Bank will pay $16.18 per share in cash and stock of CVB Financial Corp. (NasdaqGS:CVBF), parent of Citizens Business Bank. Each share of Suncrest common stock will receive consideration consisting of 0.6970 shares of CVB Financial Corp. and $2.69 per share in cash. As consideration, Citizens Business Bank will issue 8.5 million shares of CVB Financial Corp. and pay $39 million in cash, subject to purchase price adjustment provisions. Suncrest stock options that are in-the-money at the time of closing will receive cash consideration based on the difference between the per share merger consideration and their strike price. Net cash proceeds were used to fund the $39.6 million in cash paid to the former shareholders of Suncrest as part of the merger consideration. After the merger, Suncrest shareholders would hold, in aggregate, approximately 6% of CVB Financial Corp.'s outstanding common stock following. Upon completion of the merger, Suncrest will merge with and into Citizens Business Bank and its operations will be combined with Citizens Business Bank. Suncrest has agreed to pay CVB a termination fee of $8,325,000.

Suncrest Bank's employees will join Citizens Business Bank. The transaction is subject to customary regulatory approvals, satisfaction of certain closing conditions and the approval of Suncrest shareholders. The boards of directors of Suncrest Bank, CVB Financial Corp. and Citizens Business Bank unanimously approved the merger. Directors, officers and certain shareholders holding 23.4% stake in Suncrest Bank have signed an agreement to vote their shares in favor of the proposed transaction with CVB Financial Corp. As on November 24, 2021, Citizens has received regulatory approvals from the Federal Deposit Insurance Corporation and the California Department of Financial Protection and Innovation, respectively. The transaction is anticipated to occur in the fourth quarter of 2021 or first quarter of 2022. As on November 24, 2021, the transaction is anticipated to occur on or about January 7, 2022. The transaction is expected to be earnings per share accretive in 2023. Piper Sandler & Co. acted as the financial advisor and Craig Miller, Veronica Lah, Sharon Bauman, Jeffrey Mannisto and David Herbst of Manatt, Phelps & Phillips, LLP served as legal counsels to CVB Financial Corp. MJC Partners, LLC acted as financial advisor and provided its opinion and Joshua A. Dean of Sheppard, Mullin, Richter & Hampton acted as legal counsel to Suncrest. Georgeson LLC acted as an information agent and Continental Stock Transfer & Trust Company as transfer agent for Suncrest.

Citizens Business Bank completed the acquisition of Suncrest Bank (OTCPK:SBKK) on January 7, 2022.