CVB FINANCIAL CORP. and Heritage Commerce Corp Merger Agreement

CVB Financial Corp. and Heritage Commerce Corp have entered into an Agreement and Plan of Reorganization and Merger. Heritage Commerce Corp will merge with and into CVB Financial Corp., with CVB Financial Corp. continuing as the surviving corporation. Subsequently, Heritage Bank of Commerce will merge with and into Citizens Business Bank, a subsidiary of CVB Financial Corp. Shareholders of Heritage Commerce Corp will receive 0.65 shares of CVB Financial Corp. common stock for each share they own. The aggregate value of the merger consideration is approximately $811 million. Robertson “Clay” Jones, current CEO of Heritage, will become President of CVB Financial Corp. and Citizens Business Bank, while David A. Brager will remain CEO of both entities. Two members of Heritage’s Board of Directors will join the Boards of CVB Financial Corp. and Citizens Business Bank. The agreement includes customary representations, warranties, and covenants, with conditions for closing such as regulatory and shareholder approvals. The termination date for the agreement is January 15, 2027, with a potential termination fee of $32,450,000 under certain circumstances. Voting and support agreements have been executed by board members of both companies, and non-solicitation and non-disclosure agreements are in place for certain individuals.