Arizona Tribune - University Bancorp Signs Definitive Agreements to Buy Greater Pacific Bancshares and its Wholly Owned Subsidiary Bank of Whittier, NA, and American Finance House LARIBA, Pioneers in the U.S. Faith-Based Financial Services Industry

• Greater Pacific Bancshares, a bank holding company ("GPB");

• Bank of Whittier, NA, a wholly owned subsidiary of GPB ("BOW"); and

• American Finance House LARIBA ("LARIBA").

BOW and LARIBA are pioneers of the Faith-Based Financial Services Industry in the U.S. Dr. Yahia Abdul-Rahman, the Founder of LARIBA, served as their CEO until his passing earlier this year. LARIBA, a licensed mortgage and auto loan origination firm, was founded in 1987 and until 1999 was the first and originally the only provider of faith-based financing in the United States. BOW was the first provider of faith-based banking services in the United States.

LARIBA will be acquired by and subsequently be merged into UIF Corporation ("UIF") an indirect subsidiary of UNIB. As of September 30, 2025, LARIBA had $10,746,000 in (unaudited) shareholders' equity, and total assets of $17,683,000.

As of September 30, 2025, BOW had $24,789,000 in (unaudited) shareholders' equity, and total assets of $167,363,000. As of June 30, 2025, GPB had (unaudited) shareholders' equity of $24,628,000.

The merger agreements have been unanimously approved by the board of directors of each company. The shareholders of LARIBA have unanimously voted to approve the merger of LARIBA into UIF. Over 68% of the shareholders of GPB have signed voting agreements to vote their shares in favor of the transaction at the upcoming GPB shareholder meeting. The transactions are expected to close in the first or second quarter of 2026 and are subject to closing conditions, including regulatory approvals and GPB shareholder approvals.

Since its inception BOW and LARIBA have financed over 5,000 transactions with a total value of over $1.5 billion, of which over $1.35 billion financed homes, $167 million financed commercial real estate and vehicles and $35 million financed non-profits, with a focus on financing of buildings for religious communities.

UIF is one of the leading providers of faith-based financial services in the U.S. As of September 30, 2025, UIF had total assets of $438,831,000 and managed off-balance sheet an additional $3.5 billion of residential financing servicing right assets. Since its inception on 12/31/2005, UIF has closed over $6.3 billion in residential faith-based transactions, and over $100 million of faith-based commercial real estate transactions financing religious facilities, schools and community centers, in addition to many other types of commercial real estate properties.

Rationale:

From a strategic perspective, the acquisition of GPB and BOW provides many opportunities including:

• Expanded ability to provide faith-based financing in the United States;

• Complementary products and services;

• Economies of scale to facilitate growth and roll-out of additional products. Current products include:

  1. Faith-based FDIC-insured time, savings and checking deposit accounts;

  2. Faith-based home financing;

  3. Faith-based commercial real estate financing;

  4. Faith-based vehicle financing;

  5. Faith-based FDIC-insured tax advantaged IRA deposit accounts.

Plans for BOW and LARIBA

Because human capital is critical to the success of the faith-based financial services industry in the U.S., and because of the expected increased growth rate of the combined enterprise, UNIB anticipates retaining all employees of BOW and LARIBA. Following the closing, one individual from LARIBA will join the board of UIF Corporation, and two individuals representing UNIB will join the board of BOW, which will become a wholly owned subsidiary of UNIB. GPB will be merged into UNIB. Following the closing, two executives from UIF Corporation will become executives of BOW in addition to the current executives of BOW.

After the Closing UNIB anticipates increasing the profitability of BOW and UIF and anticipates that the transaction will be accretive to earnings per share over time. It is anticipated that the residential servicing performed by BOW and LARIBA will be transferred to Midwest Loan Services, a division of University Bank, which is a wholly-owned subsidiary of UNIB, achieving significant economies of scale. BOW currently has approximately $80 million of funds on deposit at the Federal Reserve Bank and other banks which UNIB believes can be used for portfolio financings which is anticipated to generate greater profitability.

UNIB has no plans to consolidate Bank of Whittier, N.A. and University Bank.

The key financial terms of the acquisition of Greater Pacific Bancshares ("GPB") are available at this link: https://www.university-bank.com/wp-content/uploads/2025/12/press-189-Supplement.pdf

The key financial terms of the acquisition of LARIBA are as follows:

The shares of LARIBA Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive cash in an aggregate amount of $8,178,684, subject to adjustment as provided in the Agreement, a price which is anticipated to be approximately equal to the book value of LARIBA at the time of the Closing. LARIBA currently owns shares of GPB, however those shares are expected to be distributed to the current shareholders of LARIBA prior to the Closing as a special dividend.

Transaction Advisors

GPB, BOW and LARIBA received legal assistance in support of the transactions from Gary Steven Findley and Associates. Hillworth Bank Partners provided a fairness opinion to the board of directors of GPB.

UNIB, University Bank and UIF received legal assistance in support of the transactions from Varnum LLP.

UIF Corporation Shares to be Exchanged for UNIB Shares

In another related development, the 20% minority shareholder of UIF has executed an agreement to swap their common shares of UIF for common shares in UNIB, subject to UNIB closing on the purchase of GPB and BOW. The exchange value is based on the book value of each company as of September 30, 2025. As a result, UNIB is expected to issue 666,108 shares of common stock with no impact on shareholders' equity per share, simultaneously with the Closing of the acquisition of GPB and BOW. The transaction will increase the shareholders equity attributable to the common shareholders of UNIB by $12,668,501 as of September 30, 2025.

Including the recently closed $25 million capital raise via the sale of non-cumulative perpetual preferred stock, the pro forma shareholders' equity of UNIB is expected to rise to more than $137.5 million, when the share exchange transaction closes.

Shareholders and investors are encouraged to refer to the financial information including the investor presentations, audited financial statements, strategic plan and prior press releases, available on our investor relations web page at: http://www.university-bank.com/bancorp/.

About UNIB

When UNIB announced its 2024 financial results, we noted the following key accomplishments:

• Revenue in 2024 grew 18.65%. Our 10-year average revenue growth was 18.70%;

• Return on Equity (ROE) for 2024 was 12.5%. Our 10-year average ROE was 25.97%;

• Shareholders' equity at University Bank exceeded $100 million for the first time ever.

Shareholders' equity at UNIB as of 9/30/2025 was $98,317,449.51 (excluding minority interest of $12,668,501), or $19.02 per share, based on common shares outstanding as of September 30, 2025 of 5,169,518.

Shareholders and investors are encouraged to refer to the financial information including the investor presentations, audited financial statements, strategic plan and prior press releases, available on our investor relations web page at: http://www.university-bank.com/bancorp/.

Ann Arbor-based University Bancorp is a Federal Reserve regulated financial holding company that owns:

• 100% of University Bank, a bank based in Ann Arbor, Michigan;

• 100% of Crescent Assurance, PCC, a captive insurance company licensed in Washington DC; and

• 100% of Hyrex Servicing, a master mortgage servicing firm, based in Ann Arbor, Michigan.

University Bank together with its Michigan-based subsidiaries, holds and manages a total of over $35 billion in financial assets for over 183,000 customers, and our 533 employees make us the 5th largest bank based in Michigan. University Bank is an FDIC-insured, locally owned and managed community bank, and meets the financial needs of its community through its creative and innovative services. Founded in 1890, University Bank® is the 15th oldest bank headquartered in Michigan. We are proud to have been selected as the "Community Bankers of the Year" by American Banker magazine and as the recipient of the American Bankers Association's Community Bank Award. University Bank is a Member FDIC. The members of University Bank's corporate family, ranked by their size of revenues are:

• UIF, a faith-based banking firm based in Southfield, MI;

• University Lending Group, a retail residential mortgage originator based in Clinton Township, MI;

• Midwest Loan Services, a residential mortgage subservicer based in Houghton, MI;

• Community Banking, based in Ann Arbor, MI, which provides traditional community banking services in the Ann Arbor area;

• Ann Arbor Insurance Centre, an independent insurance agency based in Ann Arbor, MI.

• Mortgage Warehouse Lending, a mortgage warehouse lender based in Southfield, MI.

CAUTIONARY STATEMENT: This press release contains certain forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning future growth in assets, future profitability, efficiencies and economies of scale from the merger, the sustainability of past results, future products, valuations, and other expectations and/or goals. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to, economic, competitive, governmental and technological factors affecting our operations, markets, products, services, interest rates and fees for services. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The GPB, BOW and LARIBA transactions are subject to receipt of all necessary regulatory approvals. We undertake no obligation to update any information or forward-looking statement.

Contact: Stephen Lange Ranzini, President and CEO
Phone: 734-741-5858, Ext. 9226
Email: [email protected]

SOURCE: University Bancorp, Inc.

View the original press release on ACCESS Newswire

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