CVB Financial, Heritage Commerce merger gets holder approval

CVB Financial Corp. and Heritage Commerce Corp. have successfully secured the necessary shareholder approvals to proceed with their proposed $811 million merger, a transaction expected to close in the second quarter of 2026 following regulatory clearance according to the announcement. The all-stock deal values Heritage shares at $13.00, or 0.6500 shares of CVB Financial common stock for each Heritage share held as reported. Upon completion, the combined entity will operate with approximately $22 billion in assets and over 75 branches, significantly expanding Citizens Business Bank's footprint into the Bay Area per the announcement.

Under the finalized terms, CVB Financial shareholders will retain a 77% ownership stake in the new organization, while Heritage shareholders will hold approximately 23% according to the agreement. Leadership integration plans confirm that David Brager will continue as CEO, with Heritage's Clay Jones assuming the role of President as detailed in the announcement. The merger is projected to be immediately accretive to earnings per share, with 2027 EPS accretion estimated at 13.2% according to financial analysis. However, the transaction is initially expected to be 7.7% dilutive to tangible book value per share, with a projected earn-back period of roughly 2.5 years as reported.

Credit rating agency KBRA has affirmed Heritage's ratings and revised the outlook to Positive, citing the combined institution's enhanced scale, geographic diversification, and strong capital position, including a projected CET1 ratio of 14.6% at closing according to the rating agency. The deal represents the largest acquisition by assets in CVB Financial's history, creating a top-performing California business bank with comprehensive coverage of the state's major economic centers as stated in the announcement.