The acquisition will give the Tucson-based credit union a foothold in the Phoenix area and is expected to close in the second half of the year.
TUCSON, AZ (May 20, 2024) -- Pima Federal Credit Union (“Pima”) and RBAZ Bancorp, Inc. (OTCPK: RBAZ) (“RBAZ”), the holding company of Republic Bank of Arizona, an Arizona state bank (“Republic Bank”), announced last week that they have entered into a definitive agreement whereby Pima will purchase substantially all of the assets and assume substantially all of the liabilities of Republic Bank in an all-cash transaction.
Based on RBAZ’s outstanding shares on a fully diluted basis, other assumptions, and after taking into consideration the anticipated satisfaction of certain obligations of RBAZ and Republic Bank, including tax liabilities and holding company indebtedness, RBAZ currently estimates that its shareholders will receive approximately $22.00 per fully diluted share upon final liquidation, subject to various adjustments. Following the completion of the purchase and assumption transaction, Pima will retain and service all RBAZ customers and accounts. RBAZ and Republic Bank intend to wind down and dissolve following the transaction.
The acquisition will add Republic Bank’s Phoenix, Gilbert, and Scottsdale branches to Pima’s existing branch network in the Tucson metropolitan area and Springerville, bringing Pima's total to twelve locations and over $1.5 billion in assets.
“We are happy to announce our entrance into Phoenix and Maricopa County through this partnership with Republic Bank. This strategic move is rooted in our shared values and aligns with our growth objectives, presenting an exceptional opportunity to enhance our service to the local community. We are excited to bring our commitment to excellence and dedication to the businesses and people of Maricopa County. Together, leveraging the strengths and talents of both teams, we look forward to creating a positive impact in Maricopa County while continuing to offer an unmatched banking experience in our existing markets,” said Eric Renaud, President and CEO of Pima.
Brian Ruisinger, President and CEO of RBAZ and Republic Bank commented: “We are excited to announce our decision to join forces with Pima. We share similar values, and our partnership with another Arizona-based institution extends our legacy of promoting Shop Local Dine Local Bank Local. This strategic transaction enables us to offer our customers a wider array of products and services. We believe that this partnership is a good fit not only for our customers but also for our shareholders, dedicated employees, and the communities we proudly serve.”
The Boards of both organizations have unanimously approved the purchase and assumption agreement of Directors. The combination is subject to approval by RBAZ’s shareholders, applicable regulators, and other customary closing conditions. The transaction is expected to be completed during the second half of 2024. After the transaction closes, Brian Ruisinger is anticipated to remain with Pima as the leader of the Phoenix market.
Olsen Palmer LLC acted as RBAZ's financial advisor, and Fenimore Kay Harrison LLP served as its legal advisor in the transaction. Donnelly Penman & Partners, Inc. acted as Pima's financial advisor, and Luse Gorman, PC acted as its legal advisor.