Market Overview

Summit Bancshares, Inc Announces Definitive Agreement to Be Acquired by Faciam Holdings, Inc


Faciam Holdings, Inc. ("Faciam") and Summit Bancshares, Inc. ("Summit"),
the parent company for Summit Bank (the "Bank"), jointly announced today
the signing of a definitive agreement pursuant to which Faciam will
acquire Summit and the Bank in an all cash deal. Under the terms of the
definitive agreement, Summit shareholders will receive $56.13 per share,
subject to adjustment. In addition, it is anticipated that Summit
shareholders will receive a special dividend at the time of closing. The
size of such special dividend will be determined by the Summit board of
directors in consultation with the appropriate regulatory agencies and
subject to the terms and conditions of the definitive agreement. Summit
intends to continue to pay its regular shareholder dividends until

After the acquisition, the Bank will continue to operate under the
leadership of Shirley Nelson, Summit's founder and Executive Chairman of
the Board, Steve Nelson, President and Chief Operating Officer, and Tom
Duryea, Chief Executive Officer. Employees of Summit will continue to
build upon the solid Summit franchise that has been in place for over 35
years. Faciam is committed to furthering Summit's business model –
including its high quality customer service – with the benefit of
additional capital and accessibility to new products and services.

Ms. Nelson, Jason Hill and Robert Dillon will continue to serve on the
board of directors of the Bank after the acquisition, along with Messrs.
Nelson and Duryea. Faciam is expected to appoint six new directors to
the board of directors of the Bank in connection with the acquisition.

The proposed transaction is subject to the approvals of Summit
shareholders as well as the regulatory agencies, and, subject to such
approvals, is expected to close in mid-year 2019.

Summit was assisted in the transaction by Vining Sparks which served as
investment banker and issued a fairness opinion and Gary Steven Findley
& Associates which provided legal services. Faciam was represented by
Hunton Andrews Kurth LLP as legal counsel and Hovde Group as investment

About Summit Bancshares, Inc.

Summit Bancshares, Inc. operates three branches in Oakland, Walnut Creek
and Emeryville, California through its subsidiary, Summit Bank, a
California state-chartered institution established in 1982. Summit Bank
provides a full range of deposit and loan services to its personal and
business customers. Summit Bank has won many prestigious awards
including Top 200 Community Banks in the US in 2016 by US Banker
Magazine; Top 100 Corporate Philanthropists in the SF Bay Area in 2017 &
2018 by SF Business Times; and Super Premier Performing Bank in
California –14 time winner including 2018, Findley Reports. As of
September 30, 2018, Summit Bank had approximately $280 million in
assets, $163 million in total loans and leases, and $245 million in
deposits. For more information, visit

Additional Information

This communication is being made in respect of the proposed transaction
involving Faciam and Summit. This release does not constitute a
solicitation of any vote or approval of the Summit shareholders and is
not a substitute for the proxy statement or any other documents that
Summit may send to its shareholders in connection with the proposed
transaction. Before making any voting decision, the shareholders of
Summit are urged to read the proxy statement and other materials
accompanying the proxy statement because they contain important
information about Faciam, Summit and the proposed transaction.

Cautionary Note Regarding Forward Looking Statements

This press release contains "forward-looking statements" within the
meaning of Private Securities Litigation Reform Act of 1995 that involve
inherent risks and uncertainties. Any statements about Faciam's,
Summit's or the combined company's plans, objectives, expectations,
strategies, beliefs, or future performance or events constitute
forward-looking statements. Such statements are identified as those that
include words or phrases such as "believes," "expects," "anticipates,"
"plans," "trend," "objective," "continue" or similar expressions or
future or conditional verbs such as "will," "would," "should," "could,"
"might," "may" or similar expressions. Such forward-looking statements
include but are not limited to statements about the benefits of the
business combination transaction involving Faciam and Summit, including
future financial and operating results, the combined company's plans,
objectives, expectations and intentions, and other statements that are
not historical facts. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ
materially from those projected, including but not limited to the
following: the possibility that the merger does not close when expected
or at all because required regulatory, shareholder or other approvals
and other conditions to closing are not received or satisfied on a
timely basis or at all; the risk that the benefits from the transaction
may not be fully realized or may take longer to realize than expected,
including as a result of changes in general economic and market
conditions, interest and exchange rates, monetary policy, laws and
regulations and their enforcement, and the degree of competition in the
geographic and business areas in which Summit operates; the reaction of
Summit's customers and employees to the transaction; and the diversion
of management time on merger-related issues.

These factors are not necessarily all of the factors that could cause
Faciam's, Summit's or the combined company's actual results, performance
or achievements to differ materially from those expressed in or implied
by any of the forward-looking statements. Other unknown or unpredictable
factors also could harm Faciam's, Summit's or the combined company's

All forward-looking statements attributable to Faciam, Summit or the
combined company or persons acting on Faciam's or Summit's behalf are
expressly qualified in their entirety by the cautionary statements set
forth above. Forward-looking statements speak only as of the date they
are made, and Faciam and Summit do not undertake or assume any
obligation to update publicly any of these statements to reflect actual
results, new information or future events, changes in assumptions or
changes in other factors affecting forward-looking statements, except to
the extent required by applicable laws. If Faciam or Summit updates one
or more forward-looking statements, no inference should be drawn that
Faciam or Summit will make additional updates with respect to those or
other forward-looking statements.

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