SAN DIEGO, Feb. 22 /PRNewswire/ -- Bank of Commerce (Nasdaq: BCOM)
announced on February 18 that it had signed a definitive agreement to be
acquired by Minnesota based U.S. Bancorp (NYSE: USB). For investors
interested in receiving additional information on Bank of Commerce, the Bank
is a member of the Federal Reserve Bank system and does all of its required
securities filing with them. Bank of Commerce is also a member of the Nasdaq
National Market.
A copy of the Agreement and Plan or Reorganization between U.S. Bancorp
and Bank of Commerce is filed with both the Federal Reserve Bank system and
the Nasdaq under cover of a Form 8-K. That Agreement provides, among other
things, for the exchange of five shares of Bank of Commerce common stock for
three shares of U.S. Bancorp common stock at the closing (.6 shares for one
share), subject to a collar. If the fair market value of U.S. Bancorp common
stock at closing (as calculated under the Agreement) is either more than
$40.00 or less than $30.00 the exchange rate is adjusted. If the fair market
value is more than $40.00 the exchange rate is reduced so that each share of
Bank of Commerce common stock will be exchanged for shares of U.S. Bancorp
having a fair market value of $24.00. If the fair market value is less than
$30.00 the exchange rate is increased so that each share of Bank of Commerce
common stock will be exchanged for shares of U.S. Bancorp having a fair market
value of $18.00
SOURCE Bank of Commerce
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CONTACT:
Margaret Kuhn, First VP, or Peter Q. Davis,
Chairman & CEO, both of Bank of Commerce, 619-232-2096
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