California National Bank Parent Agrees to Acquire PFF Bancorp

RANCHO CUCAMONGA, Calif., June 16 /PRNewswire-FirstCall/ -- PFF Bancorp, Inc. ("PFF Bancorp" or the "Company"), the holding company of PFF Bank & Trust (the "Bank"), Glencrest Investment Advisors, Inc., and Diversified Builder Services, Inc., today announced the signing of a definitive merger agreement under which FBOP Corporation ("FBOP"), the parent company of California National Bank, will acquire PFF Bancorp. Under the terms of the agreement, upon the consummation of the transaction the stockholders of PFF Bancorp will receive $1.35 in cash for each share of PFF Bancorp common stock held. In addition, in order to maintain the Bank's "adequately capitalized" regulatory status, FBOP will immediately loan $7 million to PFF Bancorp in exchange for a secured note convertible into preferred stock of the Company with voting rights equivalent to 19.9% of the outstanding voting stock of the Company. Also, in connection with the merger, the maturity date of the Company's secured commercial bank loan with a current outstanding principal balance of $44.0 million was extended from June 16, 2008, to June 16, 2009.

"We have admired PFF Bank & Trust for many years and believe that our shared cultures and steadfast commitment to principles of community banking and customer service will lead to a seamless merger that offers great benefits for PFF's customers and employees," said Greg Mitchell, President and CEO of California National Bank. "While PFF and the Inland Empire are facing economic challenges, we see this market as 'a land of opportunity' and look forward to working with PFF's employees, community leaders and business owners in building for a stronger tomorrow."

"After much thoughtful consideration, our Board of Directors determined that this transaction is in the best interests of our stockholders, creditors, customers and employees," said Kevin McCarthy, President and CEO of PFF Bancorp. "PFF has a long and rich history in the communities we serve and we believe that even before the merger is completed we will benefit from the support and financial resources of CalNational and FBOP. Together we will enhance our position in the region. Our shared commitment to providing 'Customers First' service will result in being the bank of choice in our communities today and into the future."

PFF Bancorp's Board of Directors has unanimously approved the merger and has recommended that the Company's stockholders approve the transaction. Certain directors and executive officers of the Company have signed agreements to vote their shares in favor of the proposed merger. These agreements apply to approximately 800,000 of the Company's outstanding shares. In addition, the Company's financial advisor, Sandler O'Neill + Partners, L.P., provided a fairness opinion to the Board of Directors that the terms of the transaction are fair to PFF Bancorp's stockholders from a financial point of view.

PFF Bancorp has agreed to certain covenants that will limit the permitted activities of PFF Bancorp and its subsidiaries until the consummation of the merger. These covenants include, but are not limited to, limitations on: declaring, making or paying dividends or making other capital distributions; incurring, issuing or rolling over debt, increasing any current lines of credit or guaranteeing the debt of any entity; entering into, renewing or revising any contractual arrangements related to compensation or benefits with any senior or executive officer; and otherwise engaging in transactions outside the ordinary course of the Company's business. Additionally, PFF Bancorp and the Bank have agreed to similar limitations with the Office of Thrift Supervision and have agreed not to take any such actions without the agency's prior approval, including making any payments on existing debt.

Consummation of the merger transaction is subject to approval by PFF Bancorp's stockholders and regulatory approval, as well as the satisfaction of other customary closing conditions. Although it cannot be assured, the transaction is expected to close by the end of September 2008.

The Company will be filing a copy of the full merger agreement with the Securities and Exchange Commission ("SEC") on Form 8-K.

In connection with the transaction, Sandler O'Neill + Partners, L.P. is acting as financial advisor to PFF Bancorp and Wachtell, Lipton, Rosen & Katz and Paul, Hastings, Janofsky & Walker LLP are serving as legal counsel to PFF Bancorp.

PFF Bancorp also announced today that it will be filing with the SEC later today a Form 12b-25, Notification of Late Filing, in connection with its Annual Report on Form 10-K for the fiscal year ended March 31, 2008. Additional time is needed to finalize the Company's financial statements due to the fact that: (i) the Company's management, internal finance and audit departments have been required to expend substantial time and effort in connection with identifying and negotiating potential recapitalization transactions which have generated additional demands on time and resources that otherwise would have been focused on completing and filing the Form 10-K; and (ii) an analysis of the Company's capital and liquidity in light of execution of the definitive merger agreement has not yet been completed. The Company expects to file the Form 10-K within the fifteen-day extension period.