CVB Financial Corp to Merge with Heritage Commerce Corp in $811M Deal

By Chris Stiles • Thursday, December 18 03:41 • Permanent Link

CVB Financial Corp. and Heritage Commerce Corp have announced a definitive merger agreement, where Heritage will merge with and into Citizens Business Bank, National Association, in an all-stock transaction valued at approximately $811 million. This deal will result in a top-performing California business bank with approximately $22 billion in assets and over 75 offices and branches.

Upon completion of the merger, CVBF shareholders will own about 77% and HTBK shareholders will own about 23% of the combined company. The all-stock transaction is expected to be immediately accretive to Citizens’ earnings per share, with projected 2027 EPS accretion of 13.2%, a strong internal rate of return of approximately 20%, and to be accretive to tangible book value per share.

The merger is expected to close in the second quarter of 2026, subject to customary regulatory approvals, Heritage and Citizens shareholder approvals, and other closing conditions.

David Brager, the current President and CEO of Citizens, will retain his role as CEO of the combined entity, and Clay Jones, President and CEO of Heritage, will join Citizens as President of the combined organization. Additionally, two of Heritage’s current directors will join the Citizens’ board of directors.

CVB Financial Corp. is one of the 10 largest bank holding companies headquartered in California with over $15 billion in total assets, while Citizens Business Bank is consistently recognized as one of the top performing banks in the nation. On the other hand, Heritage Commerce Corp is the publicly traded holding company for Heritage Bank of Commerce, which offers a full range of commercial and small business loans, cash management services, and personal deposit products throughout the Bay Area of California.

The merger is expected to provide Citizens with an important opportunity to expand into the Bay Area, a key strategic objective, while ensuring the preservation of the local focus, stability, and deep trust inherent in its relationship banking model. As a result of these announcements, the company's shares have moved 0.8% on the market, and are now trading at a price of $20.16. Check out the company's full 8-K submission here.

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