Under the terms of the agreement, shareholders of Commerce Bank will be entitled to receive either 1.1377 shares of AltaPacific common stock or $10 in cash for each common share of Commerce Bank, or a combination of both, subject to proration and allocation to ensure that 50% of outstanding Commerce Bank shares are exchanged for shares of AltaPacific common stock and 50% are exchanged for cash.

The transaction, which has been approved by the board of directors of both AltaPacific and Commerce Bank, is expected to close in the fourth quarter of 2016, or the first quarter of 2017, pending receipt of regulatory approvals, the approval of the shareholders of Commerce Bank and other customary closing conditions.

AltaPacific Bank is headquartered in Santa Rosa, Calif., and operates branch locations in Northern and Southern Calif., including a branch location in Temecula, Calif. Commerce Bank of Temecula Valley is headquartered in Murrieta, Calif., and operates its branch in that community. At the completion of the merger, the Commerce Bank of Temecula Valley branch will be operated as a branch of AltaPacific Bank.

“The merger with Commerce Bank of Temecula Valley provides a tremendous opportunity to build on the successes each company has achieved,” stated Charles O. Hall, President and Chief Executive Officer of AltaPacific Bancorp. “Both organizations share a commitment to serving our local communities with quality private and business banking products and delivering a high level of personal service.”

Donald W. Murray, Commerce Bank of Temecula Valley Board Chairman, President and Chief Executive Officer stated, “This is a great opportunity for all of our shareholders, customers and employees. AltaPacific has a long history of building solid relationships with businesses in the communities they serve.

“The combination certainly provides additional resources to our customers and new opportunities for our employees. I look forward to this exciting opportunity for our combined customers, employees and shareholders.”

AltaPacific Bancorp is being advised in this merger transaction by the law firm of King, Holmes, Paterno & Soriano, LLP. Commerce Bank of Temecula Valley is being advised by Loren P. Hansen, Esq. of the law firm of Loren P. Hansen, APC, and Gary Steven Findley of The Findley Group as its financial advisor.

AltaPacific Bank is a wholly owned subsidiary of AltaPacific Bancorp. AltaPacific Bank is an independent business bank headquartered in Santa Rosa, Calif. and was organized in 2006.