Beneficial State Bank to Purchase Pan American Bank In All-Cash Transaction

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Combined Entity will Operate as Beneficial State Bank; Transaction Provides Highly Missioned-Aligned Growth Opportunity

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The combination of Beneficial State Bank and Pan American Bank brings us closer to a complete suite of beneficial banking products and an aligned lending practice for our most important stakeholders.

Beneficial State Bank (Beneficial State), a wholly-owned banking subsidiary of Beneficial State Bancorp, and Pan American Bank (OTCQB: PAMB) today announced the signing of a definitive agreement pursuant to which Beneficial State will acquire all of the outstanding shares of Pan American Bank in an all-cash transaction. Financial terms were not disclosed.

Jointly, Kat Taylor, Co-Founder and Co-CEO and Tom Steyer, Co-Founder and Chairman of Beneficial State expressed their enthusiasm of the coming together of the two organizations, “The combination of Beneficial State Bank and Pan American Bank brings us closer to a complete suite of beneficial banking products and an aligned lending practice for our most important stakeholders. With fair and transparent transactional products and access to credit on fair terms, our depositors and borrowers can help us fund the future they want to see. Today, our customers are one big step closer to changing the banking system for good.” They added, “We are very excited to merge banks of such high reputation and excellent employees.”

The transaction, which is subject to customary closing conditions, including regulatory approvals and approval by shareholders of Pan American and Beneficial State, is expected to close mid-2016. Upon closing, the combined entity will operate as Beneficial State Bank. The consumer lending unit will be led by Pan American’s current Chief Executive Officer Robert Hughes, as its President, and will retain Pan American’s senior management team and staff to continue their consumer lending focused mission as a part of the Beneficial State Bank team. Hughes also will join Beneficial’s board of directors. The headquarters of the combined company will remain in Oakland.

On a pro forma consolidated basis, the combined entity will have assets of approximately $580 million and deposits of approximately $465 million. The combined 12-branch network will serve the California communities of Oakland, Santa Rosa, Sacramento, Los Angeles, the Central Valley and additionally Portland, Oregon and Seattle, Washington.

Beneficial State and Pan American are both certified as Community Development Financial Institutions (CDFIs) serving low-to-moderate income (LMI) consumers and businesses. Pan American has focused on the Hispanic community for over half a century and will continue to do so. Beneficial State has been certified since 2009 and has been awarded $6.8 million from the CDFI Fund to increase lending and investments in low-income and economically distressed communities.

Pan American’s Hughes said, “We are excited about joining forces with one of the state’s leading financial institutions that shares precisely the same core values as Pan American. Our combined organization will provide greater resources in serving a wider customer base, and the transaction is in keeping with our objective of creating value for all stakeholders.”

“We are thrilled to be partnering with Bob Hughes and the Pan American team,” said Dan Skaff, Beneficial State’s Co-CEO and President. “Pan American has a long history of serving low and moderate income communities in a fair, transparent, safe and sustainable manner that is also consistent with our values. We look forward to providing banking services to the Central Valley, East Los Angeles and the San Fernando Valley communities.”

“This is an exciting opportunity for the Foundation to extend our support to Pan American’s local communities in generating prosperity for the people they currently serve,” added Salvador Menjivar, Executive Director of Beneficial State Foundation.

Beneficial State Bank is being advised by the law firm of Morrison & Foerster. Pan American Bank is being advised by the law firm of Manatt, Phelps & Phillips, LLP as its legal counsel and by Keefe, Bruyette & Woods as its financial advisor.

About Beneficial State Bank
Beneficial State Bank is a social enterprise bank founded in 2007 with a triple bottom-line focus of social justice, environmental resilience and economic sustainability. Beneficial State is a state chartered, federally regulated, for profit banking organization whose economic interest is owned entirely by a non-profit foundation of the same name. Beneficial State is mandated to produce meaningful social justice and environmental benefits in an economically sustainable manner. In December 2010, it acquired ShoreBank Pacific. The merger greatly expanded the Bank’s reach on the West Coast, and enhanced its capacity to serve its mission. ShoreBank Pacific, a pioneer of environmentally sustainable banking, serves both Washington and Oregon. The joint forces produced an enlarged footprint covering a bio-regional territory some call the Salmon Nation and united the synergies of social justice and ecological banking. A few years later in October 2013, Beneficial State Bancorp completed a stock purchase transaction of 90% of Albina Community Bank, bringing a Portland-based community bank that has been investing in individuals, families, businesses, and local neighborhoods over 17 years into their family.

Beneficial State has been a certified B Corporation since 2013, and has been honored as “Best for the World”, a designation reserved for the top 10% of all B Corps based on environmental, community and worker impact. Overall, Beneficial State is the #3 B Corp worldwide on the B Corp impact assessment.

For additional information, please visit http://www.beneficialstate.com

About Pan American Bank
Pan American Bank, which in August 2015 merged with Finance and Thrift Company, has a long history of serving under-represented and under-served consumers and small businesses. Pan American Bank, co-founded by Romana Acosta Banuelos, the first Latina Treasurer of the United States, was established in 1964. Finance and Thrift, founded by a group of ranchers and farmers to make small loans to their workers, was established in 1925. Pan American is focused on transforming and empowering the community and is nationally recognized as a leading community bank, based on its advocacy-based style of banking. The Bank maintains a fully-bilingual staff (English/Spanish) ready to meet the needs of its customers and is active in the communities it serves through financial literacy education programs to local elementary, middle and high schools, as well as through non-profits and faith-based organizations.

For additional information, please visit http://www.panambk.com

Forward-Looking Statements
This press release contains statements regarding the proposed transaction between Beneficial State Bank and Pan American Bank, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the proposed transaction and other statements about the future expectations, beliefs, goals, plans or prospects of the management of each of Beneficial State Bank and Pan American Bank. These statements are based on current expectations, estimates, forecasts and projections and management assumptions about the future performance of each of Beneficial State Bank, Pan American Bank and the combined bank, as well as the businesses and markets in which they do and are expected to operate. These statements constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as "expects," "believes," "estimates," "anticipates," "targets," "goals," "projects," "intends," "plans, "seeks," and variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The closing of the proposed transaction is subject to regulatory approvals, the approval of the shareholders of Pan American Bank and Beneficial State Bank, and other customary closing conditions. There is no assurance that such conditions will be met or that the proposed transaction will be consummated within the expected time frame, or at all. If the transaction is consummated, factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements include, among things: difficulties and delays in integrating Beneficial State Bank and Pan American Bank and achieving anticipated synergies, cost savings and other benefits from the transaction; higher than anticipated transaction costs; deposit attrition, operating costs, customer loss and business disruption following the merger, including difficulties in maintaining relationships with employees, may be greater than expected; required governmental approvals of the merger may not be obtained on its proposed terms and schedule, or without regulatory constraints that may limit growth; competitive pressures among depository and other financial institutions may increase significantly and have an effect on revenues; the strength of the United States economy in general, and of the local economies in which the combined bank will operate, may be different than expected, which could result in, among other things, a deterioration in credit quality or a reduced demand for credit and have a negative effect on the combined company's loan portfolio and allowance for loan losses; changes in the U.S. legal and regulatory framework; and adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) which would negatively affect the combined bank's business and operating results. Except as required under the U.S. federal securities laws and the rules and regulations of the Securities and Exchange Commission, Beneficial State Bank and Pan American Bank disclaim any intention or obligation to update any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

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Andrea Walker

Roger Pondel/Matt Sheldon
@BeneficialState
since: 02/2011
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