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Bay Commercial Bank and Bank On It to Acquire Community Bank of San Joaquin


Jan 17 - Bay Commercial Bank, Walnut Creek, Calif., (OTCBB: BCML) and Bank On It Inc., (OTCBB: BKOT) parent company of Community Bank of San Joaquin, have entered into a definitive agreement pursuant to which Bay Commercial Bank will acquire Community Bank of San Joaquin for approximately $4.8 million, less certain expenses and other adjustments. The total assets of the combined banks on a pro forma basis at Sept. 30, 2013, are approximately $445.0 million. The merger is expected to be immediately accretive to book value and to earnings per common share. The transaction was approved by the boards of directors of both banks. Completion of the transaction is subject to regulatory and shareholder approvals. It is anticipated the transaction will close in the second quarter of 2014.

Bank On It Inc and Community Bank of San Joaquin will be merged into Bay Commercial Bank. The shareholders of Bank On It Inc. will receive their consideration in cash. Bank On It Inc.'s currently outstanding trust-preferred securities and other debt will be repaid concurrent with the closing of the merger. The agreement also contains customary representations, warranties,  termination fees and other covenants customary for a transaction of this nature.

George Guarini, president and CEO of Bay Commercial Bank, stated "We look forward to capitalizing on the strengths of both banks. Combined, we will continue to build on our strong capital base expanding our menu of services. When consummated, this union will be a key step in our strategy to augment our growth through organic and external means. The seven branches of the combined banks will allow us the opportunity to extend client reach in serving the five counties of Contra Costa, Santa Clara, Alameda, Napa and San Joaquin. We provide a mix of commercial, industrial and real estate loans and loans guaranteed by the Small Business Administration, Farm Service Agency, as well as our tax-free exchange and escrow services. We will now add Agricultural Lending and Trust products to our mix of services. The deposit generating capacity of the Stockton branches combined with the additional diversification of the combined loan portfolio adds to the value of this merger. At Bay Commercial Bank we say 'It's About the Client.' We believe it, we take it seriously and we show it."

John McGrath, president and CEO of Community Bank of San Joaquin, stated, "Community Bank of San Joaquin has successfully served the greater Stockton community for 14 years. We are pleased to join forces with Bay Commercial Bank, a strong, profitable, and respected banking organization."

Community Bank of San Joaquin operates two banking offices in Stockton, Calif., and, at Sept. 30, 2013, total assets of $118.5 million. Community Bank of San Joaquin and its holding company Bank On It Inc. opened in November 1999. Bank On It Inc currently trades on the Over the Counter Bulletin Board under the symbol "BKOT." More information on the company is available at

Bay Commercial Bank, headquartered in Walnut Creek, California began
business in July 2004 and trades on the Over the counter Bulletin Board
under the symbol "BCML". At September 30, 2013, Bay Commercial Bank had
total assets of approximately $327.0 million with five banking offices
in Northern California. More information about Bay Commercial Bank may
be obtained by visiting

Bay Commercial Bank is being represented by Gary Steven Findley &
Associates while Bank On It, Inc. is being represented by the
investment banking firm FIG Partners, LLC and Bingham McCutchen, LLP as
its legal advisor.