According to the Complaint, Community Bank, headquartered in Pasadena, California, is an independent and family-owned Southern California regional community bank, founded in 1945. In addition to the Pasadena headquarters office, there are sixteen full-service branches in Southern California. Community Bank’s principal
business is to provide full-service commercial and retail banking services primarily in Southern California. Community offers commercial and retail banking services designed for small and medium-sized businesses, professionals and retail customers located in Los Angeles, Orange, San Bernardino, and Riverside Counties.
This action stems from a proposed transaction announced on February 26, 2018 (the “Proposed Transaction”), pursuant to which Community Bank will be acquired by CVB Financial Corp. (“Parent”) and its wholly-owned subsidiary, Citizens Business Bank (“Merger Sub,” and together with Parent, “CVB”).
On May 8, 2018, Defendants filed a proxy statement (the “Proxy Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The special shareholder meeting at
which Community Bank’s shareholders will vote on the Proposed Transaction is scheduled to take place on June 21, 2018.
The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading.