Security California Bancorp (OTCMKTS:SCAF) Investor Investigation Concerning Possible Breaches Of Fiduciary Duties In Takeover Announced

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Company Name(s): 
Security California Bancorp
Affected Securities: 

October 07, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Security California Bancorp (OTCMKTS:SCAF), was announced concerning whether the takeover of Security California Bancorp by Pacific Premier Bancorp, Inc is unfair to OTCMKTS:SCAF stockholders.

The investigation by a law firm concerns whether certain officers and directors of Security California Bancorp breached their fiduciary duties owed to OTCMKTS:SCAF investors in connection with the proposed acquisition.

On October 1, 2015, Pacific Premier Bancorp, Inc. (NASDAQ: PPBI), the holding company of Pacific Premier Bank (“Pacific Premier Bank”), announced that it has entered into a definitive agreement to acquire Security California Bancorp (OTCMKTS:SCAF), the holding company of Security Bank of California. Under the terms of the definitive agreement, upon consummation of the acquisition, holders of Security California Bancorp (OTCMKTS:SCAF) common stock will have the right to receive 0.9629 shares of Pacific Premier common stock for each share of Security common stock they own. Based on a $20.32 closing price of Pacific Premier’s common stock on September 30, 2015, the aggregate merger consideration is approximately $118.9 million or $19.57 per share of Security California Bancorp (OTCMKTS:SCAF )common stock.

However, the investigation concerns whether the offer is unfair to OTCMKTS:SCAF stockholders. More specifically, the investigation concerns whether the Security California Bancorp Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

Shares of Security California Bancorp (OTCMKTS:SCAF) closed on October 7, 2015, at $19.05 per share.