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Contacts:

David R. Morris                        Chris Chan

Royal Business                        Bank TFC Bancorp

dmorris@rbbusa.com        cchan@tomatobank.com

714-670-2488                            626-759-9200

For Immediate Release

RBB BANCORP AGREES TO ACQUIRE

TFC HOLDING COMPANY & TOMATOBANK

 

 

LOS ANGELES, California (November 10, 2015) – TFC Holding Company (TFC) & TomatoBank announced today that it has signed a definitive agreement to be acquired by RBB Bancorp parent of Royal Business Bank. Under the terms of the definitive agreement TFC shareholders will receive cash which is currently expected to be approximately $15.00 per share. The final price per share will be determined in accordance with a formula contained in the agreement. TomatoBank has been servicing the Asian-American communities in the Los Angeles and Orange County areas since 2000 and operates six full-service branches. TFC had assets as of September 30, 2015 of $487.6 million, deposits of $420.7 million and shareholders’ equity of $60.5 million.

 

The transaction will increase total assets of Royal Business Bank to approximately $1.5 billion and will mark Royal Business Bank’s fourth acquisition since its formation in November 2008. Subject to regulatory approvals and the approval of the shareholders of both Royal Business Bank and TFC, the transaction is anticipated to be completed in the first quarter 2016. At that time, TomatoBank offices will become branches of Royal Business Bank.

 

Louis Chang, Chairman of RBB Bancorp, Royal Business Bank's parent, stated, “We are very pleased to expand our growing franchise by acquiring this esteemed organization. The acquisition of TomatoBank gives us the opportunity to further serve our existing clientele and reach a new customer base. Now as part of Royal Business Bank, we believethis transaction will enable us to more thoroughly serve consumers and businesses in our market niche.”

 

Alan Thian, President and CEO of Royal Business Bank; continued, “Both Banks’ successes have been built on providing excellent customer service. The additional branches will enhance our branch network in the San Gabriel Valley and Orange County and add a West Los Angeles location to our service area. We believe that our banking approach will be very well-received by TomatoBank’s customers.” Mr. Roger Lin, Chairman of TFC, stated “We are pleased to enter into an agreement

with Royal Business Bank that provides a good return for our shareholders. Royal Business Bank is a strong bank that will provide additional services for our customers.”

 

Mr. Peter Bhakta, Chairman of TomatoBank added “The TomatoBank customers will benefit by being part of a much larger banking entity that has a larger footprint and additional products and services that will benefit our clientele.”

 

Royal Business Bank is being advised by FIG Partners, LLC and its legal counsel is Loren P. Hansen, APC. TFC is being advised by Sanli, Pastore & Hill and its legal counsel is Gary Steven Findley & Associates.

 

The merger is subject to customary closing conditions, including the receipt of all required regulatory approvals and approval by the shareholders of TFC Holding Company. Certain of the TFC and TomatoBank directors and officers, in their capacities as shareholders, have entered into an agreement with RBB Bancorp pursuant to which they have agreed to vote for the merger.

 

Royal Business Bank, a wholly-owned subsidiary of RBB Bancorp, is a California chartered, FDIC insured, minority owned community bank serving the Asian business communities in and around the Los Angeles and Ventura Counties of California and Las Vegas, Nevada. Royal Business Bank was formed in November 2008 and currently operates nine branches located in downtown Buena Park, Los Angeles, Monterey Park, Oxnard, Rowland Heights, San Gabriel, Silverlake, Torrance, and Westlake Village California; a branch in Las Vegas; and a loan production office in the City of Industry, California. Although the Bank serves all ethnicities, its Board and management team is mostly Chinese-American and the primary marketing focus has been on the Chinese-American communities. Royal Business Bank’s business is focused on trade finance, commercial and industrial mortgage and SBA lending with a long-term vision of serving the Asian communities throughout the Western United States. Additional information on Royal Business Bank may be found on its web site: www.royalbusinessbankusa.com.

 

TFC is a Delaware bank holding company and sole shareholder of TomatoBank which has its principle office in Alhambra and serves the Asian business communities within Los Angeles, County. TomatoBank has six banking offices in Los Angeles County. Information on TomatoBank can be found on the website www.tomatobank.com.

 

This communication shall not constitute an offer to sell or the solicitation of and offer to buy any securities,

nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be

unlawful prior to registration or qualification of the securities under the securities laws of any such

jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the

requirements of Section 10 of the Securities Act of 1933, as amended.

TFC Holding Company will be preparing a proxy statement that will be mailed to TFC Holding Company's

shareholders. We urge investors to read the proxy statement documents because they will contain important

information.

This press release contains “forward-looking statements” as that term is defined in the Private Securities

Litigation Reform Act of 1995. Words or phrases such as “expect,” “believe,” “intend,” “plan,” “estimate,”

“may,” “should,” “will likely result,” “will continue,” “is anticipated,” “estimate,” “project” and similar

expressions are intended to identify forward-looking statements. Such forward-looking statements are

subject to and involve known and unknown risks, uncertainties and other factors, which may cause actual

results to be materially different from those indicated in the forward-looking statements. The following

factors, among others, could cause actual results to differ materially from the anticipated results or other

expectations expressed in forward looking statements: (1) the businesses of RBB Bancorp, Royal Business

Bank, TFC Holding Company and TomatoBank may not be combined successfully or such combination may

take longer to accomplish than expected; (2) the cost savings from the merger may not be fully realized or

may take longer to realize than expected; (3) operating costs, customer loss and business disruption following

the merger, including adverse effects on relationships with employees, may be greater than expected; (4)

governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed

in connection with the governmental approvals of the merger; (5) the shareholders of TFC Holding Company

may fail to approve the merger; (6) changes in general economic conditions could affect the volume of loan

originations, deposit flows, real estate values and credit quality trends; (7) changes in laws, regulations or

policies by government or regulatory agencies could affect the banking industry, (8) fluctuations in interest

rates could affect the banking industry, (9) change in the demand for loans in the market areas that Royal

Business Bank and TomatoBank conduct their respective business could affect profitability , and (10)

competition from other financial services companies in Royal Business Bank’s and TomatoBank’s markets

could increase. These statements include, but are not limited to, statements about RBB Bancorp,'s Royal

Business Bank’s, TFC Holding Company's and TomatoBank’s plans, objectives, expectations and intentions

and other statements contained in this presentation that are not historical facts. RBB Bancorp, Royal

Business Bank, TFC Holding Company and TomatoBank caution readers not to place undue reliance on any

such forward-looking statements, which speak only as of the date made. RBB Bancorp, Royal Business

Bank, TFC Holding Company and TomatoBank undertake no obligation to publicly release the result of any

revisions that may be made to any forward-looking statements to reflect events or circumstances after the

date of such statements or to reflect the occurrence of anticipated or unanticipated events.