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Heritage Commerce (HTBK) investor relations material
Heritage Commerce M&A Announcement summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.M&A Announcement summary17 Dec, 2025
Deal rationale and strategic fit
Merger creates a leading relationship-focused business bank with expanded reach across California, especially the Bay Area, fulfilling a key strategic objective and enhancing market position.
Both organizations share a strong culture, focus on small and medium business clients, and have a history of credit quality and low-cost deposits.
Strategic entry into a top market with attractive demographics and significant small business concentration, improving long-term positioning and franchise value.
Enables shareholders to participate in the future upside of a premier commercial bank and creates growth opportunities for employees.
The deal was negotiated directly between the two companies, not through a competitive bidding process.
Financial terms and conditions
All-stock transaction with a fixed exchange ratio of 0.6500 shares of CVBF for each Heritage share, valued at approximately $811 million or $13.00 per Heritage share.
Pro forma ownership: 77% CVBF, 23% Heritage Commerce.
Pricing multiples are 12.6x 2027 EPS and 1.51x tangible book value.
Projected 13.2% EPS accretion in 2027 and internal rate of return above 20%.
Tangible book value dilution of 7.7% with a projected earn-back of 2.5 years, fully baked with all one-time costs.
Synergies and expected cost savings
Anticipated cost savings of approximately 35% of Heritage Commerce's 2027E operating noninterest expense (~$43 million), phased in with 75% realized in the second half of 2026.
No revenue synergies modeled, but opportunities exist to deepen customer relationships and expand product offerings.
Future M&A target size criteria
Impact of Heritage mortgage portfolio sale
Leverage combined scale in Bay Area market
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Next Heritage Commerce earnings date
Q4 202523 Jan, 2026
Next Heritage Commerce earnings date
Q4 202523 Jan, 2026
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Frequently asked questions
Heritage Commerce Corp operates as a bank holding company through its primary subsidiary, Heritage Bank of Commerce. Established in 1994 and headquartered in San Jose, California, the company offers a comprehensive range of commercial and personal banking services primarily to the business and professional community across several counties in California. Heritage Commerce Corp provides a variety of banking products, including different types of deposit accounts, and a diverse loan portfolio that encompasses commercial, real estate, and consumer loans. The company also offers additional banking services such as electronic banking, remote deposit capture, and factoring financing through its subsidiary, CSNK Working Capital Finance Corp. Its shares are listed on the Nasdaq.
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