Market Overview

BayCom Corp and Bethlehem Financial Corporation Announce Definitive Merger Agreement


Enhances BayCom Corp's Commercial Banking
Platform in Central New Mexico

BayCom Corp (NASDAQ:BCML) ("BayCom" or the "Company") holding company
for United Business Bank ("UBB") and Bethlehem Financial Corporation
("BFC") parent company of MyBank, announced today the signing of an
Agreement and Plan of Merger under which BayCom has agreed to acquire
100% of the common stock of BFC for cash consideration of $23.5 million
or $62.00 per share.

At June 30, 2018, BFC had approximately $156.6 million in assets, $79.4
million in loans, $136.2 million in deposits and $16.1 million in
stockholder's equity. The transaction will expand the Company's presence
in the Albuquerque metropolitan area and provide entry into nearby
communities. MyBank serves central New Mexico through five branches
operating in Belen, Rio Communities, Los Lunas, Albuquerque, and
Mountainair, New Mexico. Upon completion of the transaction, the
combined company will have approximately $1.5 billion in total assets,
$993.0 million in total loans and $1.3 billion in total deposits. UBB
will have 14 locations in California, two in Washington, and six on New

The Agreement and Plan of Merger was unanimously approved by the boards
of directors of BayCom and BFC. The closing of the transaction, which is
expected to occur in the fourth quarter of 2018, is subject to customary
conditions, including regulatory approval and approval by the
shareholders of BFC. Upon closing of the transaction, MyBank will be
merged into UBB. BayCom anticipates this transaction will be accretive
to earnings (before merger costs) in the first year of combined
operations and accretive to tangible book value in approximately three

Dr. Lawrence Pino, Chairman of the Board of MyBank, welcomes the merger
of BFC and BayCom. He stated, "I am confident that the merger will
result in a continuation of the friendly and professional services that
our valued customers have grown accustomed to, and will be of great
benefit to the community."

"On behalf of the Board, I wish to express our sincere appreciation to
the communities that have supported MyBank, our shareholders, our
exceptional staff, our loyal customers, and our President/CEO Ed
Robertson for their contributions toward making this enterprise a true
community bank for the past 25 years."

George Guarini, President and CEO of United Business Bank, stated, "Let
me start by welcoming the MyBank staff. At the end of the day, our
business is only as good as our people and we are looking forward to
having the MyBank team join the United Business Bank family. Ed
Robertson and his team built a solid franchise that we believe we can
leverage with additional products, capital, and increased lending
limits. We look forward to serving MyBank's clients."

"From a strategic perspective, this is a great fit. As a result, the
transaction will provide United Business Bank with a significant
presence in central New Mexico, expanding the breadth of our footprint
and providing entry into several new markets. We look forward to the
prospects of establishing new relationships, enhancing our position in
the market and building on an already strong foundation." added Guarini.

R. Edward Robertson, President and CEO of BFC stated, "We are very happy
to join BayCom and believe our combination with United Business Bank
will provide significant value to our shareholders, clients and
employees. We also believe this is a natural fit which increases lending
capabilities, expands capital resources and provides a more expansive
product offering to the central New Mexico business community."

BayCom and UBB was assisted by Gary Steven Findley & Associates and The
Findley Group for legal services and FIG Partners provided investment
banking services and fairness opinion. BFC and MyBank was assisted by
Philip K. Smith of Gerrish Smith Tuck, Consultants and Attorneys for
legal services and Tom Mecredy, Vining Sparks, for investment banking
services and fairness opinion.

About BayCom Corp

The Company, through its wholly owned operating subsidiary, United
Business Bank, offers a full-range of loans, including SBA, FSA and USDA
guaranteed loans, and deposit products and services to businesses and
its affiliates in California, Washington and New Mexico. The Bank also
offers business escrow services and facilitates tax free exchanges
through its Bankers Exchange Division. The Bank is an Equal Housing
Lender and a member of FDIC. The Company is traded on the NASDAQ under
the symbol "BCML". At June 30, 2018, United Business Bank had total
assets of approximately $1.3 billion with offices in California,
Washington and New Mexico. More information on BayCom and UBB is
available at

About Bethlehem Financial Corporation

Bethlehem Financial Corporation is the holding company of My Bank, a
community bank with five locations in central New Mexico. More
information on BFC is available at

Forward Looking Statement

This news release contains "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. When used in this
communication and in other documents filed with or furnished to the SEC,
in press releases or other public stockholder communications, or in oral
statements made with the approval of an authorized executive officer,
the words or phrases "may," "believe," "will," "will likely result,"
"are expected to," "will continue," "is anticipated," "estimate,"
"project," "plans," "potential," or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Investors and security holders
are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date such statements are made.
These statements may relate to future financial performance, strategic
plans or objectives, revenues or earnings projections, or other
financial information. By their nature, these statements are subject to
numerous uncertainties that could cause actual results to differ
materially from those anticipated in the statements. Statements about
the expected timing, completion and effects of the proposed merger and
all other statements in this communication other than historical facts
constitute forward-looking statements.

In addition to factors disclosed in the BayCom's SEC reports, important
factors that could cause actual results to differ materially from the
results anticipated or projected include, but are not limited to, the
following: expected revenues, cost savings, synergies and other benefits
from the proposed merger of the Company and BFC might not be realized
within the expected time frames or at all and costs or difficulties
relating to integration matters, including but not limited to customer
and employee retention, might be greater than expected; the requisite
regulatory approvals for the proposed merger of the Company and BFC may
be delayed or may not be obtained (or may result in the imposition of
conditions that could adversely affect the combined company or the
expected benefits of the proposed merger); the requisite approval of BFC
shareholders may be delayed or may not be obtained, the other closing
conditions to the merger may be delayed or may not be obtained, or the
merger agreement may be terminated; business disruption may occur
following or in connection with the proposed merger of the Company and
BFC; the Company's or BFC's businesses may experience disruptions due to
transaction-related uncertainty or other factors making it more
difficult to maintain relationships with employees, customers, other
business partners or governmental entities; the possibility that the
proposed merger is more expensive to complete than anticipated,
including as a result of unexpected factors or events; and the diversion
of managements' attention from ongoing business operations and
opportunities as a result of the proposed merger or otherwise.
Additional factors which could affect the forward looking statements can
be found in the cautionary language included under the headings "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in
the Company's prospectus filed with the SEC pursuant to Rule 424(b) of
the Securities Act on May 4, 2018 and other documents subsequently filed
by the Company with the SEC. Consequently, no forward-looking statement
can be guaranteed. Neither the Company nor BFC undertakes any obligation
to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. For any forward-looking
statements made in this Current Report on Form 8-K, the exhibits hereto
or any related documents, the Company and BFC claim protection of the
safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

This press release may be deemed to be solicitation material in respect
of the proposed merger of BFC with and into BayCom. BFC intends to send
its shareholders a proxy statement regarding the proposed merger. Before
making any voting or investment decision, investors and security holders
of BFC are urged to carefully read the entire proxy statement, when it
becomes available, because it will contain important information about
the proposed transaction.

View Comments and Join the Discussion!