M&A - PLUMAS BANCORP

Form Type: DEF 14A

Filing Date: 2025-04-10

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925011597

Filing Summary: Plumas Bancorp is set to complete an acquisition of Cornerstone Community Bancorp in the second half of 2025. The merger is aimed at creating long-term value for shareholders, clients, and communities served. Despite challenging economic conditions, Plumas Bancorp has shown solid financial performance and has effectively managed its growth strategy, which includes a sale leaseback strategy that offsets significant one-time gains. The company has been recognized with awards such as the Raymond James Community Bankers Cup and has been re-listed on the Russell 2000. They are also enhancing their lending process with more digital platforms, contributing to overall client service improvement. In addition to the acquisition plans, the proxy statement outlines proposals for the upcoming annual meeting, including the election of directors and advisory votes on executive compensation.

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Form Type: S-4/A

Filing Date: 2025-04-09

Corporate Action: Merger

Type: Update

Accession Number: 000143774925011453

Filing Summary: Plumas Bancorp has filed an Amendment No. 1 to its Form S-4 registration statement regarding its proposed merger with Cornerstone Community Bancorp. The merger agreement, executed on January 28, 2025, centers on Cornerstone merging into Plumas, which will remain as the surviving entity. Plumas shareholders will exchange each share of Cornerstone common stock for 0.6608 shares of Plumas common stock and receive cash consideration of $9.75, subject to adjustments based on Cornerstone's financial conditions. The special shareholder meeting for Cornerstone is scheduled for June 2, 2025, where a majority vote is needed to approve the merger. The document emphasizes the importance of the vote and provides detailed instructions for shareholders considering dissenters' rights. Approval from both shareholders and regulators is necessary for the merger's completion.

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Form Type: S-4

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000143774925010230

Filing Summary: Plumas Bancorp is seeking approval for a merger with Cornerstone Community Bancorp, as per an agreement dated January 28, 2025. The merger will see Cornerstone merging with and into Plumas, with Plumas as the surviving entity. Each Cornerstone share will convert to 0.6608 shares of Plumas stock plus cash consideration of $9.75, subject to potential downward adjustments based on the financial condition of Cornerstone before the merger. The special meeting of Cornerstone shareholders is called to approve this merger proposal. The transaction presents a total value of approximately $64.6 million, translating to an implied value of $41.31 per share of Cornerstone common stock based on Plumas' stock price of $47.76 at the time of the announcement. Shareholder approval is necessary for the merger to proceed, with Cornerstone's board unanimously recommending a vote in favor. A detailed risk factors section is included in the accompanying documents, and dissenters' rights are available under California laws. Plumas common stock will be listed on the Nasdaq under the symbol 'PLBC'.

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Form Type: 425

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000143774925002081

Filing Summary: On January 28, 2025, Plumas Bancorp entered into an Agreement and Plan of Merger with Cornerstone Community Bancorp. Under this agreement, Cornerstone will merge with Plumas, which will be the surviving corporation, followed by the merger of Cornerstone's subsidiary with Plumas Bank, also with Plumas Bank as the surviving entity. The merger will convert each outstanding share of Cornerstone common stock into 0.6608 shares of Plumas common stock plus up to $9.75 in cash, subject to certain adjustments based on Cornerstone's financial condition. Specifically, if Cornerstone's Adjusted Tangible Common Equity is below $42,586,066 or merger-related costs exceed $7,000,000, the cash component may be reduced. All Cornerstone stock options will become fully vested and may be converted into options for Plumas stock under defined terms. The merger agreement includes termination rights and a fee of $2,528,000 payable by Cornerstone under certain conditions. Post-merger, one Cornerstone director will join Plumas’s board as an independent director. Regulatory approvals and shareholder votes are required for completion. Additionally, a joint press release was issued on January 29, 2025, to announce the execution of the merger agreement, along with an investor presentation detailing the transaction.

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Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000143774925002080

Filing Summary: On January 28, 2025, Plumas Bancorp entered into a Merger Agreement with Cornerstone Community Bancorp, where Cornerstone will merge into Plumas, and subsequently, Cornerstone Bank will merge into Plumas Bank. Each share of Cornerstone common stock will convert into 0.6608 shares of Plumas common stock and up to $9.75 in cash, subject to adjustments based on Cornerstone's financial metrics. The agreement includes provisions for stock options, board representation, termination rights, and conditions for completing the merger. Regulatory approvals and approval from Cornerstone's shareholders are required. A joint press release was issued on January 29, 2025, announcing the agreement, along with an investor presentation to follow.

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