CVB Financial Corp. to Acquire Heritage Commerce Corp in $811M Merger

By Chris Stiles • Thursday, December 18 04:00 • Permanent Link

CVB Financial Corp. and Heritage Commerce Corp have announced a definitive merger agreement, with Heritage merging into Citizens in an all-stock transaction valued at approximately $811 million. The combined entity will have approximately $22 billion in assets and over 75 offices and branches, expanding Citizens' presence in the Bay Area and California.

The merger is expected to be immediately accretive to Citizens' earnings per share, with projected 2027 EPS accretion of 13.2% and a strong internal rate of return of approximately 20%. It is also expected to be accretive to tangible book value per share, excluding the impact of interest rate marks.

Under the terms of the agreement, Heritage shareholders will receive 0.6500 shares of CVBF common stock for each HTBK share. Upon closing, CVBF shareholders will own approximately 77% and HTBK shareholders will own approximately 23% of the combined company.

The proposed merger has been unanimously approved by the respective boards of directors of both companies and is expected to close in the second quarter of 2026, subject to customary regulatory approvals, heritage and citizens shareholder approvals, and other closing conditions.

Upon completion of the merger, David Brager will retain his role as CEO of Citizens, and Clay Jones, President and CEO of Heritage, will join Citizens as President of the combined organization. Two of Heritage’s current directors will join the Citizens’ board of directors, ensuring continuity and representation from both organizations.

J.P. Morgan served as the financial advisor and Manatt, Phelps & Phillips, LLP served as legal counsel to Citizens, while Piper Sandler & Co. served as the financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to Heritage.

The merger will be discussed in a conference call on Wednesday, December 17, 2025, and an investor presentation will be made available on the "investors" tab on Citizens’ website.

As a result of these announcements, the company's shares have moved 0.41% on the market, and are now trading at a price of $12.18. For the full picture, make sure to review HERIT's 8-K report.

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