CVB Financial Corp. and Heritage Commerce Corp. Announce Shareholder Approval for Merger

Key Highlights

• Shareholder Approval: Both CVB Financial Corp. (NASDAQ: CVBF) and Heritage Commerce Corp. (NASDAQ: HTBK) have received shareholder approval for their proposed merger.
• Anticipated Closing: The companies expect to consummate the merger in the second quarter of 2026, pending regulatory approvals and other customary closing conditions.
• Strategic Rationale: The merger unites two leading California-based banking institutions, with CVB Financial Corp. being one of the 10 largest bank holding companies in the state and Heritage Commerce Corp. ranked among the top 50 best-performing community banks in the nation.
• Potential Impact: The transaction is expected to create a larger, more competitive regional bank with over \$15 billion in total assets, a broad range of business and personal banking products, and an expanded geographic footprint across California.

Details of the Proposed Transaction

In a significant development for the regional banking sector, CVB Financial Corp., the parent company of Citizens Business Bank, and Heritage Commerce Corp., the parent of Heritage Bank of Commerce, have announced that their respective shareholders have voted in favor of the previously announced merger. This strategic combination is set to reshape the competitive landscape for community and regional banks in California.

The merger is subject to the receipt of regulatory approvals and the satisfaction of all remaining closing conditions as detailed in the merger agreement. The companies anticipate completing the transaction in the second quarter of 2026.

About the Companies

CVB Financial Corp. (CVBF)

• Headquartered in Ontario, California.
• Publicly traded on NASDAQ under the symbol “CVBF”.
• Holds over \$15 billion in total assets, making it one of the 10 largest bank holding companies in California.
• Operates more than 60 banking centers and 3 trust office locations across the state.
• Widely recognized for strong performance and a broad suite of banking, lending, and investment services.

Heritage Commerce Corp. (HTBK)

• Based in San Jose, California, and listed on NASDAQ as “HTBK”.
• Heritage Bank of Commerce is a member of the FDIC and specializes in commercial and small business lending, cash management, and personal deposit products, predominantly in the Bay Area.
• Consistently rated Five Stars by Bauer Financial, and ranked 25th in S&P Global Market Intelligence’s Top 50 list of best-performing community banks.

Material Factors Shareholders Should Note

• Regulatory Approvals Pending: The merger’s completion is contingent on various regulatory approvals, which may impose additional conditions affecting the combined company’s operations or the anticipated synergies.
• Integration and Synergy Risks: There are inherent risks regarding the integration of Heritage’s business, personnel, and customers into CVBF’s operations. Achieving anticipated cost savings and growth opportunities may be delayed or may not materialize as expected.
• Transaction Costs and Possible Disruptions: Higher-than-anticipated transaction costs, employee attrition, customer loss, and other disruptions could occur during the post-merger integration period.
• Market and Economic Sensitivity: The value of the combined company could be affected by changes in real estate markets, interest rates, broader economic and industry trends, and the performance of the companies relative to peers.
• Share Price Volatility: Fluctuations in the share price of either company before closing may impact the merger economics, including the ability of CVBF to raise capital or make acquisitions.
• Regulatory and Legal Risks: Ongoing or unanticipated regulatory investigations, legal proceedings, or changes in laws and regulations could impact the future performance of the combined entity.
• Pandemic and Catastrophic Event Risks: The companies remain exposed to risks from public health crises, natural disasters, and other catastrophic events that could adversely affect operations, customers, or third-party vendors.
• Impairment Risks: Possible dilution from the issuance of new CVBF shares and potential goodwill impairment, especially if share prices are volatile prior to or after the merger.

Forward-Looking Statements and Risks

The companies have issued a comprehensive caution regarding forward-looking statements. These statements involve significant risks and uncertainties, including, but not limited to, merger integration risks, regulatory hurdles, market conditions, and unforeseen events. Investors are urged to review risk factors disclosed in SEC filings, including the Registration Statement on Form S-4, Annual Reports on Form 10-K, and subsequent Quarterly Reports on Form 10-Q, which detail the risks associated with the transaction and the ongoing business of both entities.

Investor and Media Contacts

CVB Financial Corp.
Investors and Media: David Brager ([email protected])

Heritage Commerce Corp.
Investors: [email protected]
Media: Jim Golden / David Feldman, Collected Strategies ([email protected])

Disclaimer: This article contains forward-looking statements subject to significant risks and uncertainties. Actual events or results may differ materially from those projected herein. Investors are strongly encouraged to review all relevant SEC filings and consult their financial advisors before making any investment decisions. The author assumes no responsibility for actions taken based on this article.

View HERITAGE COMMERCE CORP Historical chart here