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Independence Bank and Premier Service Bank Announce Merger

  Independence Bank and Premier Service Bank Announce Merger

Business Wire

NEWPORT BEACH, Calif. & RIVERSIDE, Calif. -- November 4, 2013

Independence Bank ( “Independence”) and Premier Service Bank (OTCBB: PSBK)
(“Premier”) today jointly announced that the companies have entered into a
definitive agreement in which Independence will acquire Premier. Premier has
two branches and approximately $128.4 million in assets, $65.6 million in
loans, and $114.8 million in deposits as of September 30, 2013.

The transaction, which has been approved unanimously by the boards of
directors of Independence and Premier, will create a strong partnership
between two culturally compatible organizations and will extend the footprint
of Independence’s presence into the Inland Empire. The merger is subject to
the approval by Independence and Premier shareholders, bank regulatory
agencies, and other customary conditions of closing and is expected to be
completed during the first half of 2014.

Under the terms of the merger agreement, Premier shareholders will receive per
share consideration of $6.85, or $8.6 million in aggregate. Premier
shareholders will have the option of exchanging each share for either cash or
Independence Bank common stock, subject to an overall consideration mix of 55%
cash and 45% Independence common stock. Independence Bank plans to list its
stock on the Over-the-Counter Bulletin Board after closing of the transaction.

Upon the closing of the transaction, it is presently anticipated that Kerry
Pendergast, Premier’s President and CEO, and Ken Stream, Premier’s Chairman,
will join the Board of Directors of Independence, and Mr. Pendergast will
serve as Regional President of Independence.

“This is a unique and exciting opportunity to combine two well-respected
community banks that share a strong commitment to our local communities,” said
Chuck Thomas, President and Chief Executive Officer of Independence Bank.
“This merger gives us a meaningful presence in Riverside County and we look
forward to continuing to provide Premier’s customers, communities and
stakeholders the type of full-service relationship banking experience they’ve
come to expect.”

“Independence Bank will provide the resources Premier Service Bank needs to
continue, and expand upon, providing our customers with the high level of
personal service they currently enjoy,” commented Kerry Pendergast, Premier
Service Bank’s President and Chief Executive Officer. “I am confident that
this transaction will give our team the balance sheet strength and product
platform to improve what we do for our customers and also will provide a great
opportunity for our shareholders to invest in a growing and profitable bank.”

Independence Bank was advised by Keefe, Bruyette & Woods, Inc., a Stifel
Company, as financial advisor and Stinson Morrison Hecker LLP as legal
counsel. Premier Service Bank was advised by Hovde Group, LLC as financial
advisor and Richard E. Knecht as legal counsel.

About Independence Bank:

Independence Bank is a full service commercial bank headquartered in Newport
Beach, California that specializes in providing personal banking, business
banking, and commercial real estate lending solutions. The Company is also
strongly supportive of the local communities it serves and is an active member
in many community organizations in Orange County.

Independence has four branches and approximately $311.8 million in assets,
$218.9 million in loans, $227.4 million in deposits, and $39.8 million in
shareholder’s equity as of September 30, 2013.

About Premier Service Bank:

Premier Service Bank is a full service commercial bank headquartered in
Riverside, California that provides commercial banking services, including a
wide variety of checking accounts, investment services with competitive
deposit rates, online banking products, and real estate, construction,
commercial and consumer loans to small and medium-sized business,
professionals and individuals.

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Contact:

Media and Investor Contacts:
Independence Bank
Chuck Thomas
949-266-6011
cthomas@ibankca.com
or
Premier Service Bank
Kerry Pendergast
951-300-2280
klp@premierservicebank.com
 
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