Courtesy
Plumas Bancorp and Cornerstone Community Bancorp jointly announce the signing of a definitive merger agreement whereby Plumas will acquire Cornerstone in a stock and cash transaction valued at approximately $64.6 million.
On a pro forma consolidated basis, the combined company would have approximately $2.3 billion in assets, $2 billion in deposits, $1.5 billion in loans, and operate 19 branches throughout Northern California and Western Nevada.
Under the terms of the agreement, each issued and outstanding share of common stock of Cornerstone will be converted into the right to receive 0.6608 shares of common stock of Plumas and $9.75 in cash (subject to adjustment under certain circumstances).
Based on the closing price of $47.76 for Plumas shares, the transaction would result in an aggregate consideration of $64.6 million (inclusive of the value to Cornerstone stock option holders) and value of $41.31 per Cornerstone share.
Giving effect to the merger, Cornerstone shareholders will hold, in the aggregate, approximately 14% of Plumas’ outstanding common stock based on Dec. 31, 2024, data. One current member of the Cornerstone board of directors will join the Plumas board of directors upon the merger.
Plumas expects the acquisition to be approximately 9% accretive to earnings per share in 2025 and 23% accretive in 2026. Plumas expects dilution to tangible book value per share of approximately 13% at close with a tangible book value earn-back period of less than three years.
The boards of directors of Plumas and Cornerstone have approved the proposed merger, which is expected to occur in the second half of 2025 and remains subject to customary closing conditions, including obtaining approval by Cornerstone’s shareholders and bank regulatory authorities.
Plumas was advised in the transaction by Raymond James & Associates, Inc. as financial adviser and Sheppard, Mullin, Richter & Hampton LLP as legal counsel.
Cornerstone was advised by Performance Trust Capital Partners as financial adviser and Gary Steven Findley & Associates as legal counsel.
For information, visit https://www.plumasbank.com.