Silicon Valley Bank Mergers and Acquisitions Presentation Deck
Important information regarding forward-looking statements and use of
non-GAAP financial measures
SVB and Boston Private's financial results for 2020 reflected in this presentation are unaudited. This document should be read in conjunction with SVB and Boston Private's SEC filings.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including but not limited to SVB's and/or Boston Private's expectations or predictions of
future financial or business performance or conditions. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions,"
"prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ
materially from current projections.
In addition to factors previously disclosed in SVB's and Boston Private's reports filed with the U.S. Securities and Exchange Commission (the "SEC") and those identified elsewhere in this document, the following factors
among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals (and the timing of such approvals) and meet other closing
conditions to the merger, including approval by Boston Private shareholders on the expected terms and schedule; delay in closing the merger; the outcome of any legal proceedings that may be instituted
against SVB or Boston Private; the occurrence of any event, change or other circumstance that could give rise to the right of one or both parties to terminate the merger agreement provid for the merger; difficulties and
delays in integrating the Boston Private business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and
earnings growth; the inability to retain existing Boston Private clients; the inability to retain Boston Private employees; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and
deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the impact, extent and timing of technological changes, capital management activities, and monetary actions of the Federal
Reserve Board and legislative and regulatory actions and reforms; and the impact of the global COVID-19 pandemic on SVB's and/or Boston Private's businesses, the ability to complete the proposed merger and/or any of the
other foregoing risks.
Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
Important Additional Information and Where to Find It
In connection with the proposed merger, SVB will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Boston Private and a Prospectus of SVB, as well as other relevant documents
concerning the proposed transaction. The proposed merger involving Boston Private and SVB will be submitted to Boston Private's shareholders for their consideration. This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. INVESTORS ANDSHAREHOLDERS OF BOSTON PRIVATE ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about SVB and Boston Private, may be obtained at the SEC's Internet site (http://www.sec.gov). Copies of documents filed with the
SEC by SVB will be made available free of charge on SVB's website at http://ir.svb.com or by contacting SVB's Investor Relations department at 408.654.7400; 3005 Tasman Drive, Santa Clara, CA 95054; or [email protected].
Copies of documents filed with the SEC by Boston Private will be made available free of charge on Boston Private's website at http://ir.boston private.com or by contacting Boston Private's Investor Relations department at
617.912.4386; 10 Post Office Square, Boston, MA 02109; or abromley@boston private.com.
Participants in the Solicitation
SVB, Boston Private and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Boston Private in connection with the proposed
merger. Information about the directors and executive officers of SVB is set forth in the proxy statement for SVB's 2020 Annual Meeting of Stockholders, which was filed with the SEC on March 9, 2020, and other documents
filed by SVB with the SEC. Information about the directors and executive officers of Boston Private is set forth in the proxy statement for Boston Private's 2020 Annual Meeting of Shareholders, which was filed with the SEC on
March 16, 2020, and other documents filed by Boston Private with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be
obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
Use of Non-GAAP Financial Measures
To supplement financial disclosures that are presented in accordance with GAAP, this presentation utilizes certain non-GAAP measures of financial performance including Boston Private's tangible common equity and Boston
Private's tangible book value per share. These supplemental performance measures may vary from, and may not be comparable to, similarly titled measures by other companies in Boston Private's industry. Non-GAAP financial
measures are not in accordance with, or an alternative for, GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company's performance that either excludes or includes amounts that are not normally
excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. A non-GAAP financial measure may also be a financial metric that is not required by GAAP or other applicable
requirement. Boston Private's management believes that the non-GAAP financial measures used in this presentation, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental
information regarding Boston Private's performance by providing additional information that is not otherwise required by GAAP or other applicable requirements that is helpful for investors to effectively analyze financial
trends of ongoing business activities, and to enhance comparability with Boston Private's peers across the financial sector. However, these non-GAAP financial measures should be considered in addition to, not as a substitute
for or superior to, other financial measures prepared in accordance with GAAP. Please see the reconciliation tables beginning on page 16 of Boston Private's latest earnings release filed as an exhibit to Boston Private's
Form 8-K on October 21, 2020 for reconciliations of the most comparable GAAP financial measures to the non-GAAP financial measures used in this presentation.
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Acquisition of Boston Private
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