DALLAS, TX, October 31, 2014 – Ford Financial Fund II, L.P. ("Ford Financial") announced today that its wholly owned subsidiary, EB Acquisition Company LLC (the "Purchaser"), has commenced a cash tender offer to acquire up to 65% of the outstanding shares of common stock of Mechanics Bank (the "Bank") on a fully diluted basis (the "Maximum Aggregate Amount") at a price of $26,832.00 per share, in cash, without interest and less any applicable withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 31, 2014 (the "Offer to Purchase").
The tender offer will expire at midnight, New York City time, on January 15, 2015, unless extended by the Purchaser (such date and time, as the same may be extended or earlier terminated, the "Expiration Time").
If shareholders validly tender shares of common stock of the Bank (the "Shares") in excess of the Maximum Aggregate Amount, only the Maximum Aggregate Amount will be accepted for purchase, and the Shares will be purchased on a pro rata basis. As a result, shareholders that validly tender Shares may have a portion of their Shares returned to them, and the amount of Shares returned will depend on the level of participation of shareholders in the tender offer.
If proration of the Shares is required, the amount of each shareholder’s validly tendered Shares accepted for purchase will be determined by multiplying (i) the quotient of (x) the number of Shares validly tendered by such shareholder divided by (y) the total number of Shares validly tendered by all shareholders by (ii) the number of Shares representing the Maximum Aggregate Amount. The Purchaser will determine the pro rata amount as soon as practicable after the Expiration Time and announce the results of such proration promptly by press release or other permitted means.
The tender offer is subject to the condition that the number of Shares validly tendered in accordance with the terms of the Offer to Purchase on or prior to the Expiration Time represents at least 51% of the outstanding Shares as of the Expiration Time, on a fully diluted basis, as well as the receipt of regulatory approvals and other customary closing conditions. In addition, there are no withdrawal rights associated with the tender offer. As a result, shareholders who tender Shares pursuant to the tender offer will not be able to withdraw those Shares, regardless of whether the tender offer is extended.
D.F. King & Co., Inc. is acting as the information agent for the tender offer. Requests for documents and questions regarding the tender offer may be directed to D.F. King & Co., Inc. at (877) 361-7972 (toll-free) or (212) 269-5550 (collect).
This press release is for information purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any securities. The tender offer is being made solely pursuant to the Offer to Purchase and related letter of transmittal, which set forth the complete terms of the tender offer.
About Ford Financial
Ford Financial is a private equity fund with approximately $755 million in commitments that is focused on investments in financial services companies. Ford Financial’s Co-Managing Members, Gerald J. Ford and Carl B. Webb, possess a rare combination of investment skill, deep industry expertise and decades of operational experience. Ford Financial invests in a variety of opportunities, from healthy companies in need of growth equity to troubled banks that need to be recapitalized. Unlike most private equity funds, Ford Financial is structured and prepared to become a bank holding company under applicable banking regulations.
This press release contains forward-looking statements as defined by the federal securities law which are based on our current expectations and assumptions and which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, projected or implied, including, among other things, risks relating to the expected timing of the completion and financial benefits of the tender offer and definitive agreement. Neither Ford Financial nor the Bank undertakes any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.