Filed by: Cathay Bancorp, Inc.
(Commission File No. 0-18630) pursuant
to Rule 425 under the Securities Act of 1933
Subject Company: GBC Bancorp
Cathay Bancorp, Inc. and GBC Bancorp Stockholders Approve Merger Agreement
LOS ANGELES, Sept. 18 /PRNewswire-FirstCall/ -- Cathay Bancorp, Inc.
(Nasdaq: CATY) and GBC Bancorp (Nasdaq: GBCB) announced today that they received
approval from their respective stockholders for their pending merger. At
separate special meetings held on September 17, 2003, Cathay Bancorp, Inc.'s
stockholders and GBC Bancorp's shareholders adopted and approved the Agreement
and Plan of Merger, dated as of May 6, 2003, pursuant to which, among other
things, GBC Bancorp would be merged into Cathay Bancorp, Inc., General Bank
would be merged into Cathay Bank, and Cathay Bancorp, Inc.'s name would be
changed to Cathay General Bancorp upon completion of the merger.
In addition, Cathay Bancorp, Inc.'s stockholders approved an amendment
to Cathay Bancorp, Inc.'s certificate of incorporation to increase the number of
authorized shares of its common stock from 25,000,000 to 100,000,000 and an
amendment to its equity incentive plan to increase the number of shares of
common stock reserved for issuance under the plan from 2,150,000 to 3,500,000.
Cathay Bancorp, Inc. and GBC Bancorp are working to complete the
pending merger as promptly as possible. Completion of the merger is subject to
obtaining regulatory approvals and the fulfillment or waiver of other conditions
set forth in the merger agreement. Cathay Bancorp, Inc. has received regulatory
approval from the California Commissioner of Financial Institutions and the
Federal Reserve Board while the application before the Federal Deposit Insurance
Corporation ("FDIC") remains pending. Depending on the expected date of the FDIC
approval, the parties may extend the cash/stock election deadline currently set
for September 23, 2003. If the election deadline is extended, Cathay Bancorp,
Inc. and GBC Bancorp will announce the extension and the new election deadline
by means of a press release.
On September 17, 2003, Cathay Bancorp, Inc. also completed the issuance
of an additional $20 million of trust preferred securities which qualify as Tier
1 capital under current regulatory guidelines.
As of September 17, 2003, GBC Bancorp had 11,728,863 shares of its
common stock outstanding, including 79,001 shares held in a rabbi trust. It is
anticipated, however, that there will be approximately 12,013,527 shares
outstanding immediately prior to the merger because of anticipated option
exercises and stock bonus grants, among other things. Based on information
available as of September 17, 2003, GBC Bancorp expects to issue 271,364 shares
upon stock option exercises and 13,300 shares as stock bonuses. In arriving at
the projected total, GBC Bancorp has assumed a $40.00 closing share price of GBC
Bancorp common stock on the day immediately prior to the merger and made other
assumptions described in the joint proxy statement/prospectus dated July 31,
2003. Since the number of shares of GBC Bancorp common stock to be issued
related to options exercised (including options exercised pursuant to the
cashless exercise method) depends, among other things, on the price of GBC
Bancorp common stock immediately prior to the closing, there can be no assurance
that the number of outstanding shares of GBC Bancorp common stock immediately
prior to the closing will
equal the number estimated in this press release. The final outstanding number
of shares may be higher or lower than the projected number.
ABOUT CATHAY BANCORP, INC. AND GBC BANCORP
Cathay Bancorp, Inc. is the one-bank holding company for Cathay Bank, a
California state-chartered bank. Founded in 1962, Cathay Bank offers a wide
range of financial services. Cathay Bank currently operates 12 branches in
Southern California, eight branches in Northern California, three branches in
New York State, one in Houston, Texas, and representative offices in Hong Kong
and Shanghai, China. In addition, Cathay Bank's subsidiary, Cathay Investment
Company, maintains an office in Taipei. Cathay Bank's website is found at
http://www.cathaybank.com.
GBC Bancorp is the one-bank holding company for General Bank, a
California state-chartered bank that commenced operations in March 1980. General
Bank serves individuals and small to medium-sized businesses through 18 branch
offices located in the greater Los Angeles, San Diego, and Silicon Valley areas
of California, a branch office in the state of Washington and two branches in
Massachusetts. In addition, the Bank's subsidiary, GBC Investment & Consulting
Company, Inc., maintains an office in Taipei. GBC Bancorp's website is found at
http://www.generalbank.com.
FORWARD-LOOKING STATEMENTS AND OTHER NOTICES
Statements made in this press release, other than statements of
historical fact, are forward-looking statements within the meaning of the
applicable provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements may include, but are not limited to, such words
as "believes," "expects," "anticipates," "intends," "plans," "estimates," "may,"
"will," "should," "could," "predicts," "potential," "continue," or the negative
of such terms and other comparable terminology or similar expressions.
Forward-looking statements are not guarantees. They involve known and unknown
risks, uncertainties and other factors that may cause the actual results,
performance, or achievements, of both companies to be materially different from
any future results, performance, or achievements, expressed or implied by such
forward-looking statements. Risks and uncertainties that could cause actual
results to differ materially from such forward-looking statements include, but
are not limited to, factors discussed from time to time in reports filed by
Cathay Bancorp, Inc. and GBC Bancorp with the Securities and Exchange Commission
(the "SEC"). The forward-looking statements contained in this press release are
made as of the date hereof and Cathay Bancorp, Inc. and GBC Bancorp do not
assume any obligation to update the reasons why actual results could differ
materially from those projected in the forward-looking statements.
In connection with the proposed merger of Cathay Bancorp, Inc. with GBC
Bancorp, Cathay Bancorp, Inc. has filed a Registration Statement on Form S-4
with the SEC (which has been declared effective) and will file certain other
materials with the
SEC from time to time. Because those documents will contain important
information, you are urged to read them when they become available. When filed
with the SEC, they will be available for free on the SEC's website at
http://www.sec.gov.
Cathay Bancorp, Inc.'s and GBC Bancorp's filings with the SEC are
available to the public from commercial document retrieval services and at the
website maintained by the SEC at http://www.sec.gov . In addition, requests for
documents relating to Cathay Bancorp, Inc. should be directed to Cathay Bancorp,
Inc., 777 North Broadway, Los Angeles, CA 90012, Attention: Investor Relations
(213) 625-4749. Requests for documents relating to GBC Bancorp should be
directed to GBC Bancorp, 800 West Sixth Street, 15th Floor, Los Angeles, CA
90017, Attention: Investor Relations (213) 972-4293.