Mechanics Bank and California Republic Bancorp announced a definitive agreement for Mechanics Bank to acquire California Republic Bancorp through a strategic merger. Under the terms, CRB shareholders will receive $37.19 per share in cash. The merger combines Mechanics Bank, with $3.6 billion in assets and 30 branches, and California Republic Bank, with $1.8 billion in assets, 5 branches, and an auto lending division across 14 states. The merger is subject to regulatory and shareholder approvals, and is expected to close in the second half of 2016. The combined entity would have approximately $5.4 billion in total assets.

1. Mechanics Bank and California Republic Bancorp Announce Strategic Merger
WALNUT CREEK, CA, AND IRVINE, CA – April 28, 2016 – Mechanics Bank (“Mechanics”) and
California Republic Bancorp (“CRB”) (OTCBB: CRPB), a bank holding company for California Republic
Bank, today announced that they have reached a definitive agreement to merge. The transaction
has been approved by the Boards of Directors of each company. Under the terms of the
agreement, CRB shareholders will receive $37.19 per share in cash.
Headquartered in Irvine, CRB is a commercial and private lending institution with approximately
500 employees and five regional commercial banking locations throughout Southern California. As
of March 31, 2016, CRB had approximately $1.8 billion in total assets. CRB also operates a
significant auto lending division across 14 states. The combined entity would have approximately
$5.4 billion in total assets.
“We think California Republic Bank is the perfect complement for Mechanics Bank,” said Ken
Russell, President and CEO of Mechanics Bank. “Mechanics Bank has plenty of capital and capacity,
and CRB is an extraordinarily effective and efficient asset generator. We both are committed to a
very personal and high-touch, relationship-based form of banking, and both banks fill niches that
big banks can’t.”
John DeCero, President of California Republic Bancorp, commented, “We believe the future
prospects of these two outstanding organizations as a combined entity are tremendous. There’s
very little overlap between the two institutions and many synergies.”
Completion of the transaction is subject to customary closing conditions, including the receipt of
required regulatory and shareholder approvals. The transaction is expected to close in the second
half of 2016. Clients of both banks should continue to do business with their current bankers, and
expect little to change as the two organizations are brought together.
Keefe, Bruyette & Woods, Inc. acted as financial advisor to CRB, and Sheppard, Mullin, Richter &
Hampton LLP acted as legal advisor. Wachtell, Lipton, Rosen & Katz acted as legal advisor to
Mechanics.
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2. Mechanics Bank and California
Republic Bancorp Announce
Strategic Merger (continued)
About Mechanics Bank
Mechanics Bank, established in 1905, is an independent, full service community bank based in
Walnut Creek, California. With $3.6 billion in assets, it is the largest bank headquartered in the Bay
Area’s East Bay region. Its 30 branch offices throughout Northern California provide a highly
personalized relationship banking experience that includes consumer and business banking
services, commercial lending, cash management services, and comprehensive trust and wealth
management services.
About California Republic Bank
California Republic Bancorp is a $1.8 billion financial services company that operates as the holding
company for California Republic Bank. California Republic Bank is a full-service commercial bank
providing loans, deposit and cash management services to individuals, businesses, investors, and
family offices. The Bank offers its clients direct access to decision makers, unparalleled
responsiveness, seasoned Relationship Managers and state-of-the-art technology. The Bank has
five branch offices serving Southern California, located in Newport Beach, Beverly Hills, Irvine,
Westlake Village and San Diego. The Bank also operates CRB Auto, a division of the bank, which is a
relationship based, indirect auto lender, which purchases auto contracts from both franchised and
select independent automobile dealerships throughout 14 States—Arizona, California, Colorado,
Idaho, Illinois, Iowa, Kansas, Missouri, Nevada, Oklahoma, Oregon, Texas, Utah, and Washington
Forward-Looking Statements
The information presented herein contains forward-looking statements giving Mechanics’ and
CRB’s expectations or predictions of future financial or business performance or conditions. These
forward-looking statements are subject to numerous assumptions, risks and uncertainties which
change over time. Forward-looking statements speak only as of the date they are made and neither
Mechanics nor CRB assumes any duty to update forward-looking statements. Certain risks and
uncertainties that could cause actual results to differ materially from forward-looking statements
and historical performance include, but are not limited to, the following: ability to obtain
regulatory approvals and meet other closing conditions to the merger on the expected terms and
schedule; delay in closing the merger; difficulties and delays in integrating the Mechanics and CRB
businesses or fully realizing cost savings and other benefits; business disruption following the
proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and
earnings growth; changes in interest rates and capital markets; inflation; customer borrowing,
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3. Mechanics Bank and California
Republic Bancorp Announce
Strategic Merger (continued)
repayment, investment and deposit practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives; competitive conditions; Mechanics’ and
CRB’s businesses experiencing disruptions due to transaction-related uncertainty or other factors
making it more difficult to maintain relationships with employees, customers, other business
partners or governmental entities; economic and capital market conditions; and the impact, extent
and timing of technological changes, capital management activities, and other actions of regulatory
agencies.
Additional Contacts
Mechanics Bank: Hatti Hamlin
925.872.4328
HattiHamlin@comcast.net
David Louis
510.741.3328
david_louis@mechanicsbank.com
California Republic Bancorp: Jon Wilcox, Chief Executive Officer
John DeCero, President
949.270.9719
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