UnionBanCal Corporation Announces Regulatory Approval for Purchase of Pacific Capital Bancorp

  UnionBanCal Corporation Announces Regulatory Approval for Purchase of
  Pacific Capital Bancorp

                 Sets Legal Closing Date for December 1, 2012

Business Wire

SAN FRANCISCO -- November 15, 2012

UnionBanCal Corporation (“UNBC”) and its primary subsidiary, Union Bank, N.A.
(“Union Bank”), today announced that UNBC has received approval from the Board
of Governors of the Federal Reserve System and the Office of the Comptroller
of the Currency for its $1.5 billion purchase of Pacific Capital Bancorp
(“PCBC”), a bank holding company headquartered in Santa Barbara, California.
This action follows the Japan Financial Services Agency’s clearance of the
transaction. The transaction was previously announced on March 12, 2012. UNBC
has also set its anticipated legal closing date for December 1, 2012.

By acquiring PCBC and its primary subsidiary, Santa Barbara Bank & Trust, N.A.
(“SBBT”), Union Bank adds 45 branches, significantly expanding its geographic
footprint to important areas of the Central Coast. Union Bank will become the
leading bank in the Santa Barbara Metropolitan Statistical Area (MSA), fourth
in the Oxnard-Thousand Oaks MSA, and fifth in the Salinas-Carmel MSA.

The acquisition, which includes $3.7 billion in loans held for investment and
$4.7 billion in deposits at September 30, 2012, will strengthen Union Bank’s
ability to serve customers through greater scale and distribution in community
banking, consumer, commercial and small business lending, and wealth
management.

Following the consummation of the transaction, the registration of PCBC’s
common stock under the Securities Exchange Act of 1934, as amended, will be
terminated. In addition, shares of PCBC common stock will no longer be listed
on any stock exchange or quotation system, including the Nasdaq Global Market.
After the merger is completed, public stockholders of record of PCBC will
receive a letter of transmittal with detailed instructions for exchanging
their stock certificates for the per share merger consideration.

If any public stockholders’ shares are held in “street name” by their broker,
bank or other nominee, such stockholders will receive instructions from their
broker, bank or other nominee as to how to effect the surrender of their
“street name” shares in exchange for the per share merger consideration. Any
stockholders of PCBC with questions about the merger should contact PCBC in
writing at its principal executive offices at 1021 Anacapa Street, Santa
Barbara, California 93101, Attention: Investor Relations, or by telephone at
805-884-6680.

About UnionBanCal Corporation & Union Bank, N.A.

Headquartered in San Francisco, UnionBanCal Corporation is a financial holding
company with assets of $88.2 billion at September 30, 2012. Its primary
subsidiary, Union Bank, N.A., is a full-service commercial bank providing an
array of financial services to individuals, small businesses, middle-market
companies, and major corporations. The bank operates 402 branches in
California, Washington, Oregon, Texas, New York and Illinois, as well as two
international offices. UnionBanCal Corporation is a wholly-owned subsidiary of
The Bank of Tokyo-Mitsubishi UFJ, Ltd., which is a subsidiary of Mitsubishi
UFJ Financial Group, Inc. Union Bank is a proud member of the Mitsubishi UFJ
Financial Group (MUFG) (NYSE:MTU), one of the world’s largest financial
organizations. Visit www.unionbank.com

for more information.

Additional Information

In connection with the proposed merger, PCBC has filed a definitive
information statement relating to the merger with the Securities and Exchange
Commission (SEC). PCBC INVESTORS SHOULD READ THE DEFINITIVE INFORMATION
STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER
AND PCBC, including, without limitation, information regarding the delisting
and deregistration of PCBC shares following the merger, and instructions
regarding the exchange of PCBC shares following the consummation of the merger
for the per share merger consideration. You can obtain the definitive
information statement, as well as other filings containing information about
PCBC, free of charge, at the website maintained by the SEC at www.sec.gov. In
addition, filings made by PCBC with the SEC, other than preliminary materials,
may be obtained free of charge by contacting PCBC at 805-564-6298 or 1021
Anacapa Street, Santa Barbara, California 93101, Attention: Investor
Relations.

Cautionary Statement Concerning Forward-Looking Information

This document includes forward-looking statements that involve risks and
uncertainties. Forward-looking statements can be identified by the fact that
they do not relate strictly to historical or current facts. Often, they
include the words “believe,” “continue,” “expect,” “target,” “anticipate,”
“intend,” “plan,” “estimate,” “potential,” “project,” or words of similar
meaning, or future or conditional verbs such as “will,” “would,” “should,”
“could,” or “may.” There are numerous risks and uncertainties that could and
will cause actual results to differ materially from those discussed in UNBC’s
forward-looking statements. Many of these factors are beyond UNBC’s ability to
control or predict and could have a material adverse effect on UNBC’s
financial condition, results of operations and/or prospects. Such risks and
uncertainties include, but are not limited to uncertainties as to the timing
of completion of the proposed acquisition, the possibility that various
closing conditions (including regulatory approval) for the proposed
transaction may not be satisfied at all or in a timely manner or waived,
UNBC’s ability to retain key employees and other risks and uncertainties
discussed in UNBC’s public filings with the SEC. All forward-looking
statements included in this document are based on information available at the
time of such document, and UNBC assumes no obligation to update any
forward-looking statement.

Contact:

UnionBanCal Corporation
Tom Taggart, 415-765-2249
thomas.taggart@unionbank.com
Dan Weidman, 213-236-4050
daniel.weidman@unionbank.com
 
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