Mechanics Bank Announces Completion of Acquisition of Scott Valley Bank

WALNUT CREEK, CA – June 4, 2018 – Mechanics Bank (“Mechanics”) (OTCBB: MCHB) today announced the completion of its previously announced acquisition of Learner Financial Corporation (“Learner Financial”) and its wholly owned subsidiary, Scott Valley Bank, which became effective on June 1, 2018.

The acquisition, which was first announced on February 12, 2018, brings together two historic and storied community banks with a collective 272 years of local banking experience and service. Headquartered in Yreka, California, Scott Valley Bank operates nine regional commercial banking locations in Northern California and two in Oregon, with approximately $692 million in assets. The combined organization will operate under the Mechanics Bank name later this summer after the two organizations are fully integrated.

“We are proud to merge the talented teams at Scott Valley Bank and Mechanics Bank to create an even stronger regional community bank”, said John DeCero, President and CEO of Mechanics Bank. “As we said at the outset, this union is a natural one based on our similar history, culture and values. We look forward to carrying on the tradition of providing high-touch, exceptional customer service while adding the capacity to deliver a broader set of sophisticated financial solutions in these new markets, while continuing to have a positive impact in our new communities”.

Keefe, Bruyette & Woods, Inc. acted as financial advisor to Learner Financial, and Sheppard, Mullin, Richter & Hampton LLP acted as legal advisor to Learner Financial. 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 34 branch offices throughout Northern and Southern California, it provides a highly personalized relationship banking experience that includes consumer and business banking services, commercial lending, cash management services, and comprehensive trust, wealth management and private banking services. The acquisition of Learner Financial and Scott Valley Bank on a pro forma basis added assets of approximately $692 million, as well as the 11 branch offices serving Northern California and Oregon. 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’ 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 Mechanics assumes no 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: difficulties and delays in integrating the Mechanics and Learner Financial businesses or fully realizing cost savings and other benefits; business disruption following the 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’ business 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.