First National Bank of Southern California and First Mountain Bank Announce Merger Agreement

San Diego and Big Bear Lake, California, May 5, 2014 – First National Bank of Southern California and First Mountain Bank announced today that they have entered into a definitive agreement pursuant to which First National Bank of Southern California will acquire First Mountain Bank for approximately $14.1 million in cash.  The purchase price is equivalent to $9.00 per share but is subject to downward adjustment in the event that First Mountain Bank’s total shareholder equity falls below $12.175 million at the time of the closing of the transaction.  The total assets of the combined banks on a pro forma basis at March 31, 2014 are approximately $300 million.  As part of the transaction Jack Briner, Chairman and CEO of First Mountain Bank, will become a director of First National Bank of Southern California and will continue in a consulting role to oversee the Big Bear Lake operations and continue to work with customers and the community.  The transaction was unanimously approved by the boards of directors of both banks. Completion of the transaction is subject to regulatory and shareholder approvals.  Following the successful completion of these steps, it is anticipated the transaction will close in the third quarter of 20 14.  First Mountain Bank will be merged with and into First National Bank of Southern California.  Also as part of the transaction First Mountain Bank’s Chief Credit Officer and Chief Operating Officer will assume similar roles with First National Bank of Southern California.  The shareholders of First Mountain Bank will receive their consideration in cash.  The agreement also contains customary representations, warranties, termination fees and other covenants customary for a transaction of this nature.

Michael Persall, Chairman of First National Bank of Southern California, stated “We look forward to capitalizing on the strengths of both banks. Combined, we will continue to build on our strong capital base expanding our menu of services.  When consummated, this union will be a key step in our strategy to augment our growth through organic and external means.  The addition of First Mountain Bank will allow us the opportunity to extend client reach in serving the counties of Southern California.  We will continue to provide a mix of commercial and real estate loans, as well as a full array of deposit and business banking services.”

Jack Briner, Chairman and CEO of First Mountain Bank, stated “We believe that the combined resources of First Mountain Bank and First National Bank of Southern California will provide for a greater array of products and services for our clients; and the capital strength will allow for larger credits within our market place.  First National Bank of Southern California understands our local market and we believe that the consideration to be paid to our shareholders is fair and provides a meaningful return on investment for many of our shareholders who have been with us since our inception over 30 years ago.”

First Mountain Bank operates three banking offices in Big Bear Lake, Running Springs, and Lucerne Valley, California, and, at March 31, 2014, had total assets of $13 7 million. First Mountain Bank opened in October 1981 and is headquartered in Big Bear Lake. First Mountain Bank currently trades on the Over the Counter Bulletin Board under the symbol “FMBP.” More information on First Mountain Bank is available at www.firstmountainbank.com.  First National Bank of Southern California began business in November 2007 and is privately held by three investors; Chooch Alsenz, Paul Becker and Michael Persall. At March 31,2014, First National Bank of Southern California had total assets of approximately $177 million with five banking offices in Southern California. More information about First National Bank of Southern California may be obtained by visiting www.fnbsocal.com or contacting First National Bank of Southern California’s President and CEO Jeffrey Watson at (951) 788-2265.
First National Bank of Southern California was represented by McKenna, Long & Aldridge, LLP for legal services. First Mountain Bank was represented by Gary Steven Findley and Associates and The Findley Group for legal and investment banking. Vining Sparks issued a fairness opinion to the First Mountain Bank Board of Directors.

First Mountain Bank intends to send its shareholders a proxy statement regarding the proposed merger.  They urge before making any voting or investment decision, investors and security holders of First Mountain Bank to carefully read the entire proxy statement, when its becomes available, because it will contain important information about the proposed transaction.

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