2025-12-17 22:30Transaction Overview - CVBF will acquire Heritage Commerce in a 100% stock transaction with a fixed exchange ratio of 0.6500x CVBF shares for each HTBK share[29] - The deal is valued at $811 million, or $1300 per Heritage Commerce share[29] - Pro forma ownership will be approximately 77% CVBF and 23% Heritage Commerce[29] Financial Impact - The acquisition is expected to result in 132% EPS accretion for CVBF by 2027E[29, 45] - The transaction is expected to cause a (77%) tangible book value per share dilution, with an earnback period of 25 years[11, 29, 43] - The deal is projected to yield a 150% ROAA and 168% ROATCE by 2027E[11] Strategic Rationale - The merger will expand CVBF's presence into the desirable Bay Area markets[1, 11] - Heritage Commerce is the 2 mid-sized bank in the Bay Area by deposits, with $48 billion[19] - The combined bank will become the 5 mid-sized bank in California[19] Key Assumptions - The deal includes estimated cost savings of 35% of Heritage Commerce's 2027E operating noninterest expense, which is approximately $43 million[31] - One-time expenses are estimated at approximately $75 million pre-tax[31]