Under the proposed rights offering, each shareholder of record as of the June 22, 2009 record date, will receive, at no charge, one non-transferable subscription right equal to 0.35 shares for each share of Preferred Bank common stock owned on the record date. Each right will entitle the holder to purchase 0.35 shares of Preferred Bank common stock at the offered price of $2.88 per share. The proposed rights offering will also include an over-subscription privilege which will entitle each rights holder that exercises its basic subscription privilege in full to purchase any shares not purchased by other shareholders pursuant to their basic subscription privilege at the same subscription price ($2.88 per share) that applies to the basic subscription privilege. The rights offering period begins today, July 24, 2009 and expires in August 24, 2009. Any shares of common stock that remain unsubscribed (after taking into account all over-subscription rights exercised) at the expiration of the rights offering will be offered to the public. Preferred Bank may, in its sole discretion, increase the number of shares offered by up to an additional 10% of the offering amount. Fractional shares of Preferred Bank's common stock resulting from the exercise of the basic subscription right will be eliminated by rounding down to the nearest whole share, with the total subscription payment being adjusted accordingly. The common stock will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. Shares of Preferred Bank's common stock are exempt from registration under the U.S. Securities Act of 1933 and are listed and freely tradable on the NASDAQ Global Select Market under the symbol "PFBC." This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale of the common stock referred to in this press release in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The rights offering will be made only by means of an offering circular. About Preferred Bank Preferred Bank is one of the largest independent commercial banks in California focusing on the Chinese-American market. Preferred Bank is chartered by the State of California, and its deposits are insured by the Federal Deposit Insurance Corporation, or FDIC, to the maximum extent permitted by law. Preferred Bank conducts its banking business from its main office in Los Angeles, California, and through eleven full-service branch banking offices in Alhambra, Century City, Chino Hills, City of Industry, Torrance, Arcadia, Irvine, Diamond Bar, Santa Monica, Anaheim and Pico Rivera, California. Preferred Bank offers a broad range of deposit and loan products and services to both commercial and consumer customers. Preferred Bank provides personalized deposit services as well as real estate finance, commercial loans and trade finance to small and mid-sized businesses, entrepreneurs, real estate developers, professionals and high net worth individuals. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about Preferred Bank's future financial and operating results, Preferred Bank's plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Preferred Bank's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: changes in economic conditions; changes in the California real estate market; the loss of senior management and other employees; natural disasters or recurring energy shortage; changes in interest rates; competition from other financial services companies; ineffective underwriting practices; inadequate allowance for loan and lease losses to cover actual losses; risks inherent in construction lending; adverse economic conditions in Asia; downturn in international trade; inability to attract deposits; inability to raise additional capital when needed or on favorable terms; inability to manage growth; inadequate communications, information, operating and financial control systems, technology from fourth party service providers; the U.S. government's monetary policies; government regulation; environmental liability with respect to properties to which the bank takes title; and the threat of terrorism. Additional factors that could cause Preferred Bank's results to differ materially from those described in the forward-looking statements can be found in Preferred Bank's 2008 Annual Report on Form 10-K filed with the Federal Deposit Insurance Corporation which can be found on Preferred Bank's website. The forward-looking statements in this press release speak only as of the date of the press release, and Preferred Bank assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those contained in the forward-looking statements. For additional information about Preferred Bank, please visit Preferred Bank's website at www.preferredbank.com. For Further Information:
AT THE COMPANY: AT FINANCIAL RELATIONS BOARD:
Edward J. Czajka Lasse Glassen
Executive Vice President General Information
Chief Financial Officer (213) 486-6546
(213) 891-1188 lglassen@mww.com
SOURCE Preferred Bank http://www.preferredbank.com For full details for PFBC click here.
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