Taichung Commercial Bank Co., Ltd., Taipei, Taiwan (TCB), announced it has entered into a definitive merger agreement with American Continental Bancorp, the bank holding company of American Continental Bank (collectively referred to herein as the Company), whereby TCB will acquire the Company in a cash transaction valued at approximately $82.1 million. The actual cash consideration will be determined at closing based upon a multiple of 1.83 times adjusted book value of the Company at closing after subtracting costs of the transaction and other items.

American Continental Bank, a commercial bank based in the City of Industry, CA, had total assets of $324.4 million, total gross loans of $245.7 million, and total deposits of $271.3 million as of June 30. Principally serving the Chinese-American communities in the City of Industry and surrounding communities located in Los Angeles, Orange, Riverside, and San Bernardino Counties, American Continental Bank has five branches located in City of Industry, Alhambra, Chino Hills, Arcadia (State of California), and Bellevue (State of Washington), and loan production offices located in Bellevue, WA, Fremont, CA, and in Carrollton, TX, offering commercial real estate loans, SBA loans, construction loans, land loans, apartment loans, general commercial loans and residential housing loans, and other business banking services.

"We are very pleased to announce this transaction with American Continental Bank, which enables us to expand the TCB franchise to the attractive Los Angeles, Washington and Texas markets and serve its large community of Asian-Americans," said David Jia, President of TCB. "American Continental is an excellent cultural fit with TCB, which had total assets of $26.240 billion as of June 30 based upon the exchange ratio at that time between the New Taiwan Dollar and the U.S. Dollar, as we have complementary business models, strong residential mortgage loan production platforms, and a focus on the Chinese-American market."

Jia added, "We are excited to be entering the Los Angeles, Washington and Texas markets and intend to open new branches in the United States. We believe that this transaction will position us well for continued growth of the TCB franchise and the creation of value for our shareholders in the years ahead."

"We are very excited to be joining the TCB family," said Terry Lou, President and Chief Executive Officer of the Company. "TCB's focus on high engagement client service, disciplined underwriting standards, strong asset quality and commitment to employee development aligns well with American Continental's culture and provides me great confidence for the future of the combined organization."

Transaction Details

Under the terms of the definitive agreement, TCB will pay to the Company's shareholders approximately $82.1 million in cash based upon calculations prepared as of June 30, 2022. The actual cash consideration will be determined at closing based upon a multiple of 1.83 times adjusted book value of the Company at closing after subtracting costs of the transaction and other items. The transaction is expected to close in early first quarter of 2023 and is subject to TCB obtaining all of the regulatory approvals as well as other customary closing conditions.

Janney Montgomery Scott LLC is serving as financial advisor to the Company and Loren P. Hansen, APC is acting as the Company's legal counsel. PricewaterhouseCoopers Financial Advisory Taiwan Ltd. is serving as financial advisor to TCB and PricewaterhouseCoopers Legal Taiwan is acting as TCB's legal counsel.