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CVB Financial, Valley Commerce add price collar to merger agreement

Ontario, Calif.-based CVB Financial Corp. and Visalia, Calif.-based Valley Commerce Bancorp have amended their merger agreement to include a price collar for the aggregate merger value, requiring it to fall within $50.6 million to $62.2 million, subject to adjustments for Valley Commerce's merger-related fees.

The companies still expect the deal to close during the first quarter of 2017,

Valley Commerce stockholders will receive an aggregate 1,942,673 common shares of CVB Financial. If the weighted average closing price of CVB Financial's common stock before the completion of the merger is $20 or more, the number of common shares to be exchanged will be reduced so that the merger value will not be more than $62.2 million. If the average closing price of CVB Financial is less than $14, CVB Financial may increase the number of common shares to be exchanged, increase the cash in the deal's cash consideration or both, so that the merger value will not be less than $50.6 million.

CVB Financial can also terminate the merger agreement if its average closing price is less than $11, and as a closing condition, remove the requirement that Valley Commerce merger-related fees not exceed certain thresholds.