Pan American Bank Shareholders Approve Sale to Beneficial State Bank

– All-Cash Transaction Expected to Close by Mid-Year, Following Customary Regulatory Approvals –

– Combined Entity will Operate as Beneficial State Bank –

LOS ANGELES, March 02, 2016 (GLOBE NEWSWIRE) -- Pan American Bank (OTCQB:PAMB) today announced that its shareholders have approved the previously announced transaction under which it will be acquired by Oakland, Calif.-based Beneficial State.

The transaction remains subject to customary regulatory approvals. It is expected to be completed by mid-2016, following which time Pan American’s shareholders will receive their pro-rata share of the purchase price. On a pro-forma consolidated basis, the combined bank will have assets of approximately $580 million and deposits of approximately $465 million.

Upon closing, the combined entity will operate as Beneficial State Bank, under the continued leadership of Co-Founder and Chairman Tom Steyer; Co-Founder and Co-Chief Executive Officer Kat Taylor; and Co-CEO and President Dan Skaff. Pan American’s current Chief Executive Officer Robert Hughes will join Beneficial State’s board of directors and also will lead Beneficial State’s consumer banking unit as its President.

Pan American’s senior management team and staff are expected to continue in their consumer lending roles as a part of the Beneficial State Bank team. The headquarters of the combined bank will remain in Oakland, and the combined 12-branch network will serve the California communities of Oakland, Santa Rosa, Sacramento, Los Angeles and the Central Valley, along with Portland, Oregon and Seattle, Washington.

“We are pleased that the transaction is proceeding smoothly and look forward to the combined strengths of our soon-to-be enlarged organization,” said Hughes. “Both entities provide a unique banking experience, serving low and moderate income communities with a wide spectrum of transparent transactional products, including fair auto lending, and access to credit on fair terms.”

"We join enthusiastically our colleagues at Pan American bank, who will keep doing everything they do to provide high-quality, value-added banking services to all our customers, soon across our three west coast state footprint. We do better together than we can apart," added Taylor.

Pan American and Beneficial State are both certified as Community Development Financial Institutions (CDFIs), serving low-to-moderate income (LMI) consumers and businesses. Pan American has focused on the Hispanic community for more than half a century and will continue to do so under the Beneficial and Consumer Banking brands. Beneficial State has been certified since 2009 and has been awarded $6.8 million from the CDFI Fund to increase lending and investments in low-income and economically distressed communities.

About Pan American Bank

Pan American Bank, which in August 2015 merged with Finance and Thrift Company, has a long history of serving under-represented and under-served consumers and small businesses. Pan American Bank, co-founded by Romana Acosta Banuelos, the first Latina Treasurer of the United States, was established in 1964. Finance and Thrift, founded by a group of ranchers and farmers to make small loans to their workers, was established in 1925. Pan American is focused on transforming and empowering the community and is nationally recognized as a leading community bank, based on its advocacy-based style of banking. The Bank maintains a fully-bilingual staff (English/Spanish) ready to meet the needs of its customers and is active in the communities it serves through financial literacy education programs to local elementary, middle and high schools, as well as through non-profits and faith-based organizations.

About Beneficial State Bank

Beneficial State Bank is a social enterprise bank founded in 2007 with a triple bottom-line focus of social justice, environmental resilience and economic sustainability. Beneficial State is a state chartered, federally regulated, for profit banking organization whose economic interest is owned entirely by a non-profit foundation of the same name. Beneficial State is mandated to produce meaningful social justice and environmental benefits in an economically sustainable manner. In December 2010, it acquired ShoreBank Pacific. The merger greatly expanded the Bank’s reach on the West Coast, and enhanced its capacity to serve its mission. ShoreBank Pacific, a pioneer of environmentally sustainable banking, serves both Washington and Oregon. The joint forces produced an enlarged footprint covering a bio-regional territory some call the Salmon Nation and united the synergies of social justice and ecological banking. A few years later in October 2013, Beneficial State Bancorp completed a stock purchase transaction of 90% of Albina Community Bank, bringing a Portland-based community bank that has been investing in individuals, families, businesses, and local neighborhoods over 17 years into their family.

Beneficial State has been a certified B Corporation since 2013, and has been honored as “Best for the World”, a designation reserved for the top 10% of all B Corps based on environmental, community and worker impact. Overall, Beneficial State is the #3 B Corp worldwide on the B Corp impact assessment.

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Forward-Looking Statements

This press release contains statements regarding the proposed transaction between Beneficial State Bank and Pan American Bank, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the proposed transaction and other statements about the future expectations, beliefs, goals, plans or prospects of the management of each of Beneficial State Bank and Pan American Bank. These statements are based on current expectations, estimates, forecasts and projections and management assumptions about the future performance of each of Beneficial State Bank, Pan American Bank and the combined bank, as well as the businesses and markets in which they do and are expected to operate. These statements constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “estimates,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “seeks,” and variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The closing of the proposed transaction is subject to regulatory approvals, the approval of the shareholders of Pan American Bank and Beneficial State Bank, and other customary closing conditions. There is no assurance that such conditions will be met or that the proposed transaction will be consummated within the expected time frame, or at all. If the transaction is consummated, factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements include, among things: difficulties and delays in integrating Beneficial State Bank and Pan American Bank and achieving anticipated synergies, cost savings and other benefits from the transaction; higher than anticipated transaction costs; deposit attrition, operating costs, customer loss and business disruption following the merger, including difficulties in maintaining relationships with employees, may be greater than expected; required governmental approvals of the merger may not be obtained on its proposed terms and schedule, or without regulatory constraints that may limit growth; competitive pressures among depository and other financial institutions may increase significantly and have an effect on revenues; the strength of the United States economy in general, and of the local economies in which the combined bank will operate, may be different than expected, which could result in, among other things, a deterioration in credit quality or a reduced demand for credit and have a negative effect on the combined company's loan portfolio and allowance for loan losses; changes in the U.S. legal and regulatory framework; and adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) which would negatively affect the combined bank's business and operating results. Except as required under the U.S. federal securities laws and the rules and regulations of the Securities and Exchange Commission, Beneficial State Bank and Pan American Bank disclaim any intention or obligation to update any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

For more information, contact: Roger Pondel/Matt Sheldon PondelWilkinson Inc. 310-279-5980

Source:Pan American Bank