Filed by Humboldt Bancorp pursuant
to Rule 425 under the Securities Act
of 1933, and deemed filed pursuant
to Rule 14a-12 of the Securities
Exchange Act of 1934.
Subject Company: Humboldt Bancorp
Commission File No. 000-27784.
Humboldt Bancorp provided the following information at a press conference
and conference call held on September 21, 2000.
Slide 1
HUMBOLDT BANCORP
MERGER with
TEHAMA BANCORP
Conference Call
September 21, 2000
10 a.m. P.D.T.
Slide 2 - Forward Looking Statements
This presentation contains forward-looking statements about the financial
condition, results of operations and business of Humboldt Bancorp on a pro forma
basis assuming completion of the proposed merger transaction with Tehama
Bancorp. These forward-looking statements include those relating to: (a) the
internal rate of return to Humboldt Bancorp expected to be generated by the
merger; (b) the expected percentage accretion from the merger to Humboldt
Bancorp's cash and GAAP earnings per share; (c) the expenses expected to be
incurred by Humboldt Bancorp to integrate the two companies; (d) the cost
savings expected to be realized by Humboldt Bancorp from combining the two
companies; (e) the accounting method expected to be used by Humboldt Bancorp to
account for the merger; (f) the business opportunities and strategies expected
to be available to Humboldt Bancorp and Tehama Bancorp following the merger; (g)
the anticipated closing date of the merger; and (h) other statements that
include the words "believes," "expects," "anticipates," "intends," "estimates,"
"should" or similar expressions.
These forward-looking statements involve risks and uncertainties. Factors that
could cause actual conditions, events or results to differ significantly from
those described in the forward-looking statements include, among other things,
the following possibilities: (a) expected cost savings from the merger cannot be
fully realized or realized within the expected time frame; (b) revenues
following the
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merger are lower than expected; (c) costs or difficulties related to the
integration of the businesses of Humboldt Bancorp and Tehama Bancorp are greater
than expected; and (d) the merger is accounted for as a purchase rather than a
pooling of interests. Humboldt Bancorp's reports filed with the SEC, including
Humboldt Bancorp's Form 10-K for the year ended December 31, 1999, describe
additional factors that could cause actual conditions, events or results to
differ significantly from those described in the forward-looking statements,
including certain credit, market, operations, liquidity and interest rate risks
associated with Humboldt Bancorp's business and operations. Other factors
described in Humboldt Bancorp's December 31, 1999 Form 10-K include changes in
business and economic conditions, competition, fiscal and monetary policies,
disintermediation, legislation, and other acquisitions by Humboldt Bancorp.
Slide 3 - Shareholder Information
Humboldt Bancorp will file a Registration Statement on SEC Form S-4 and Humboldt
Bancorp and Tehama Bancorp expect to mail a Joint Proxy Statement/Prospectus to
stockholders of Humboldt Bancorp and Tehama Bancorp containing information about
the merger. Shareholders of Humboldt Bancorp and Tehama Bancorp are urged to
read the Joint Proxy Statement/Prospectus carefully when it is available. The
Joint Proxy Statement/Prospectus will contain important information about
Humboldt Bancorp, Tehama Bancorp, and the merger. Shareholders will be able to
obtain free copies of the Joint Proxy Statement/Prospectus, when filed, through
the website maintained by the SEC at http://www.sec.gov.
Information Concerning Participants and Persons Involved in The Solicitation.
Humboldt Bancorp, its directors and executive officers may be soliciting proxies
from Humboldt Bancorp stockholders in favor of the merger. All costs of the
solicitation will be borne by Humboldt Bancorp.
Slide 4 -- Transaction Overview
o Creates over $834 million asset company (based upon June 30th results for
both companies)
o Formalizes a constructive relationship between two banking companies that
have an established track record in collaboration (Bancorp Financial
Services & investment in mortgage company) and run similar businesses
o Tehama remains independent subsidiary - expect to retain customers & staff
o Combines merger of equals approach with a fair premium for change of
control in ownership
o Transaction expected to be accretive in 2001 without disruption in customer
service
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Slide 5 -- Tehama Bancorp Overview
o Founded in Red Bluff in 1984
o $233 Million In Assets
o 6 Branches
o Interstate 5 concentration
o 15% ROAE
o 1.25% ROAA
o 15% growth in first half of 2000
Slide 6 - Deal Structure
o Exchange of 1.775 shares of Humboldt Bancorp common stock for each Tehama
Bancorp share
o Deal value of no less than $17.47 per share based on closing price of
Humboldt Bancorp stock on 09/19/00
o Tax-free exchange
o Pooling accounting
o 2000 close
Slide 7 - Deal Pricing
Price Multiples (1)
1.9 x Price to Book ($10.67)
13.2 x Price to LTM Earnings ($1.55)
11.7 x Price to Estimated 2000 Earnings ($1.74)
(1) Assumes $20.41 merger consideration based on Humboldt's closing price of
$11.50 as of September 19, 2000
Slide 8 - Deal Results
o Accretive to Humboldt Bancorp Shareholders in 2001 EPS (excluding merger
related expenses and any Tehama Bancorp special charges)
o Internal Rate of Return - 17%
Slide 9 -- Key Assumptions
Tehama Bancorp Core 2001 EPS $2.12
Revenue Synergies None
Expense Saves $1.3MM
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% of Tehama Bancorp 2000 Expenses 13.4%
Merger Expenses $1.1MM
Slide 9 -- Acquisition Rationale
o Combined resources will allow better service and wider product enhancements
o Completion will elevate Humboldt Bancorp to one of the 20 largest
independent financial institutions in California and one of the four
largest in Northern California.
o At June 30th, combined assets over $834 million; expect that number to grow
to vicinity of $850 by year-end
Slide 10 -- Map of California with Humboldt Bank, Capitol Thrift & Loan, Capitol
Valley Bank, Bancorp Financial Services, and Tehama Bank locations
