Nano Financial Holdings to Acquire Commercial Bank in Southern California

LOS ANGELES–(BUSINESS WIRE)–Nano Financial Holdings, Inc. (“Nano” or the “Company”) and Commerce Bank of Temecula Valley (“CKTM”) today announced the signing of a definitive agreement and plan of merger (the “Agreement”) whereby Nano will acquire all the outstanding shares of CKTM. Under the terms of the agreement, CKTM shareholders will have the right to receive $14.41 per share in cash or stock of Nano Financial Holdings, Inc. for a total deal value of approximately $23.3 million. The shareholders of Commerce Bank of Temecula Valley will be exchanging at least 25% of its shares for shares in Nano with a maximum of 49% of the consideration coming in the form of stock. The offer to purchase received unanimous approval from Commerce Bank of Temecula Valley’s board of directors. The closing of the transaction is subject to shareholder and customary approvals.

This is the first acquisition by Nano Financial Holdings, Inc. In addition, Nano also announced over $60 million in stock subscriptions raised through a private placement to accredited investors. The offering is subject to customary closing conditions, with the proceeds being used to support the merger and future organic growth.

“Our team has built a significant following among middle market companies, so we know we are on track to attract significant core deposits and loans for CBTV,” noted Mark Rebal, CEO, who also co-founded Nano Financial Holdings, Inc. this year with fellow co-founders, Anthony Gressak, Chief Credit Officer and Mark Troncale, President. “We’ve come together to create a new standard for premier business banking for Southern California’s mid-market companies.”

“I believe we have found the right strategic partner with Nano Financial Holdings, Inc. The management team has a track record of success in serving Southern California’s business community,” stated Scott Andrews, Chief Executive Officer of Commerce Bank of Temecula Valley. “The merger will have a positive impact on our staff and customers of the bank and rewards our shareholders.”

“We believe this is one of the more significant initial capitalizations of a bank holding company amongst middle market banks in California,” said Alexander L. Cappello of Cappello Global, LLC and co-founder and board member of Nano Financial Holdings, Inc. “Mark, Anthony and Mark have built a solid reputation and loyal following as a proven team of seasoned commercial bankers.”

Cappello Global, LLC acted as financial advisor to Nano Financial Holdings, Inc. and is acting as placement agent for its capital raising activities and Manatt, Phelps & Phillips served as legal counsel for Nano in the private placement and acquisition. MJC Partners, LLC acted as financial advisor to Commerce Bank of Temecula Valley in the transaction and issued a fairness opinion and Breakwater Law Group served as legal counsel.

About Nano Financial Holdings

Nano Financial Holdings, Inc. is an unlisted special purpose acquisition company that was formed to acquire one or more commercial banks in California. The company was founded in 2017 and is based in Irvine, California.

About Commerce Bank of Temecula Valley

Commerce Bank of Temecula Valley is an independent community bank headquartered in Murrieta, California and was organized in 2007. More information about Commerce Bank of Temecula Valley may be obtained at www.commercebanktv.com.

Certain statements in this press release, including statements regarding the proposed acquisition of CKTM, and the intent, belief or current expectations of CKTM, its directors or its officers, are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to the completion of the acquisition, shareholder approval, local and national economy, the Bank’s performance, loan performance, interest rates, and regulatory matters.