Mechanics Bank and Scott Valley Bank Agree to Merge

WALNUT CREEK, CA – February 12, 2018 – Mechanics Bank (“Mechanics”) (OTCBB: MCHB) and Learner Financial Corporation (“Learner Financial”), the bank holding company for Scott Valley Bank, today announced that they have reached a definitive agreement for Mechanics to acquire Learner Financial and its wholly owned subsidiary, Scott Valley Bank. The transaction has been approved by the Boards of Directors of Mechanics, Learner Financial and Scott Valley Bank.

Headquartered in Yreka, California, Scott Valley Bank is a business-focused community bank with approximately 113 employees and eleven regional commercial banking locations in Northern California and Oregon. As of December 31, 2017, Scott Valley Bank had approximately $692 million in total assets.

“This is a great combination. It’s incredibly rare to find a business partner that shares a similar history, culture and set of values,” commented John DeCero, President and CEO of Mechanics Bank. “Both Mechanics Bank and Scott Valley Bank have proud community banking traditions over 100 years strong. We believe this merger will offer customers and employees of both banks even greater strength and resources while maintaining our commitments to the communities we serve.”

“The combination of two storied, historic community banks in Northern California is an absolute natural union,” said Craig Van Selow, President and CEO of Scott Valley Bank. “Mechanics Bank offers our clients and our employees deeper resources and broader opportunities to continue the legacy of service to our communities and to reinforce our growth. We could not have hoped for a partner with a better understanding and appreciation of what hand-crafted banking really means.”

Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals. The transaction is expected to close during the second or third quarter of 2018. Clients of both banks should continue to do business with their current bankers and expect little to change as Scott Valley Bank is integrated with Mechanics. Keefe, Bruyette & Woods, Inc. acted as financial advisor to Learner Financial, and Sheppard, Mullin, Richter & Hampton LLP acted as legal advisor. Wachtell, Lipton, Rosen & Katz acted as legal advisor to Mechanics.

About Mechanics Bank

Mechanics Bank, established in 1905, is an independent, full service community bank. With more than $5.6 billion in assets, it is the largest bank headquartered in Northern California’s East Bay region. With 35 branch offices throughout Northern and Southern California it provides a highly personalized relationship banking experience that includes consumer and business banking services, commercial lending, commercial deposit and cash management services, and comprehensive trust, wealth management and private banking services. More information may be found at

About Scott Valley Bank

Scott Valley Bank is the oldest independent community bank in California and draws upon 160 years of experience in servicing its communities and delivering meaningful and effective financial solutions to its customers in California and Oregon. Scott Valley Bank has nine branch offices serving Northern California, located in San Jose, Walnut Creek, Redding, Mount Shasta, Weed, Yreka, Fort Jones, Etna and Happy Camp, as well as business banking branches in Medford and Portland, Oregon.

Forward-Looking Statements

The information presented herein contains forward looking statements giving Mechanics’ and Learner Financial’s expectations or predictions of future financial or business performance or conditions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and neither Mechanics nor Learner Financial assumes any duty to update forward-looking statements. Certain risks and uncertainties that could cause actual results to differ materially from forward-looking statements and historical performance include, but are not limited to, the following: ability to obtain regulatory approvals and meet other closing conditions to the transaction on the expected terms and schedule; delay in closing the transaction; difficulties and delays in integrating the Mechanics and Learner Financial businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; Mechanics’ and Learner Financial’s businesses experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; economic and capital market conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of regulatory agencies.