24.04.2006 02:15:00
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Washington Mutual to Acquire Commercial Capital Bancorp, Inc.; Deal Strengthens WaMu's Commercial and Retail Banking Businesses
The acquisition of Commercial Capital enhances Washington Mutual'scommercial and retail banking business in one of its core markets,California, and further diversifies the company's asset generation andearnings. The acquisition is also expected to add attractive assetswith higher risk-adjusted rates of return to Washington Mutual'sbalance sheet without any negative effect on Washington Mutual'scredit quality.
"Today's transaction strengthens our already solid position in theattractive California multifamily and small commercial real estatelending markets," said Kerry Killinger, Washington Mutual chairman andchief executive officer. "Commercial Capital is the third largestmultifamily lender in California and has had an eight-year record ofstrong growth and excellent credit performance. Its production team isrecognized as an industry leader and we look forward to offering thebroader Washington Mutual product line to Commercial Capital'sclients."
Killinger added: "The transaction provides us additionalopportunities for household acquisition, deposit growth and increasedretail product cross-sell to Commercial Capital's existing retailcustomer base. And we believe that there are significant operatingefficiencies to be gained by bringing our two very similar operationstogether, with very low integration risk."
Stephen H. Gordon, chairman and chief executive officer ofCommercial Capital Bancorp, Inc., commented, "The merger withWashington Mutual is an attractive financial transaction for ourshareholders and links our company with one of the preeminent bankingorganizations in the country. We believe our core lending and retailbanking units will integrate smoothly with Washington Mutual."
The companies noted that the clients of Commercial Capital shouldexpect business as usual. At this time, their accounts, policies andpayment procedures remain unchanged.
Washington Mutual expects the transaction to add $.04 per share ona GAAP basis to the company's 2007 earnings. The acquisition isexpected to be completed in the third quarter of 2006 and is subjectto approval of Commercial Capital shareholders and regulatoryapprovals.
Washington Mutual was represented in the transaction by its legaladvisors Simpson Thacher & Bartlett LLP. Commercial Capital wasrepresented in the transaction by its financial advisors Credit SuisseSecurities (USA) LLC and Sandler O'Neill & Partners L.P. and legaladvisors Patton Boggs LLP.
About Washington Mutual
Washington Mutual is one of the nation's leading consumer andsmall business banks. At March 31, 2006, Washington Mutual and itssubsidiaries had assets of $348.67 billion. The company wasestablished in 1889 and currently operates more than 2,600 consumerand small business banking stores throughout the nation. WashingtonMutual's press releases are available at www.wamunewsroom.com.
About Commercial Capital Bancorp, Inc.
Commercial Capital Bancorp, Inc. is a diversified financialservices company with $5.5 billion of total assets, at December 31,2005. Commercial Capital Bancorp provides depository and lendingproducts and services under the Commercial Capital Bank brand name,and provides 1031 exchange services to income property investorsnationwide under the TIMCOR Exchange Corporation, North AmericanExchange Company and Lawyers Asset Management brand names.
This press release and statements made by Washington Mutual's orCommercial Capital Bancorp's management may contain forward-lookingstatements regarding the companies, the proposed merger and theeffects of the proposed merger on the companies. These statementsspeak only as of the date they are made. The companies undertake noobligation to revise or publicly release any revision or update tothese forward-looking statements to reflect events or circumstancesthat occur after the date on which such statements were made. Thereare a number of factors, many of which are beyond the control of thecompanies that could cause actual conditions, events or results todiffer materially from those described in the forward-lookingstatements. Some of these factors are described in detail inWashington Mutual's Form 10-K for 2005 and in Commercial CapitalBancorp's Form 10-K for 2005 and, with respect to the proposed merger,include, but are not limited to, the following factors: governmentalapproval of the merger may not be obtained or adverse regulatoryconditions may be imposed in connection with governmental approvals ofthe merger; the stockholders of Commercial Capital Bancorp, Inc. mayfail to provide the required approval to consummate the merger.
This press release may be deemed to be solicitation material withrespect to the proposed acquisition of Commercial Capital Bancorp,Inc. pursuant to the merger. In connection with the proposedtransaction, Commercial Capital Bancorp, Inc. will file a proxystatement with the SEC to be distributed to the shareholders ofCommercial Capital Bancorp, Inc. in connection with their vote on themerger. SHAREHOLDERS OF COMMERCIAL CAPITAL BANCORP, INC. AREENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANTDOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANTINFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement willbe mailed to shareholders of Commercial Capital Bancorp, Inc.Investors and security holders will be able to obtain the documentsfree of charge at the SEC's website, www.sec.gov. In addition,investors may obtain free copies of the documents filed with the SECby the companies by contacting: Investor Relations, Commercial CapitalBancorp, Inc., 8105 Irvine Center Drive, 15th Floor Irvine, CA 92618,telephone: 949-585-7500 or by visiting the Commercial CapitalBancorp's website at www.commercialcapital.com, or from WashingtonMutual at www.wamu.com.
Commercial Capital Bancorp, Inc. is not currently engaged in asolicitation of proxies of the security holders of Commercial CapitalBancorp, Inc. in connection with Washington Mutual, Inc.'s proposedacquisition of Commercial Capital Bancorp, Inc. If a proxysolicitation commences, Commercial Capital Bancorp, Inc. and itsdirectors and executive officers and other members of management andemployees may be deemed to participate in the solicitation of proxiesin respect of the proposed transactions. Information regardingCommercial Capital Bancorp's directors and executive officers is setforth in its proxy statement dated March 28, 2006, which is availableat the SEC's website, www.sec.gov or by contacting Commercial CapitalBancorp, Inc at the telephone number set forth above.
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