American Marconi Wireless News - Solera Receives Offer Letter

LAKEWOOD, CO / ACCESS Newswire / October 30, 2025 / Board of Directors

1. Buyer Group

Buyer will act through NewCo (Project Sun Holdings, LLC), to be formed in Delaware, and will be supported by committed co-investors comprised of institutional partners. Buyer will provide proof of funds and evidence of equity commitments upon the Company's reasonable request.

1. Proposed Transaction

Buyer proposes to acquire 100% of the outstanding shares of the Company by way of an all-cash stock purchase of the Company's issued and outstanding common stock, on the terms described herein and subject to customary adjustments and the conditions set forth below.

1. Purchase Price

Buyer proposes an aggregate purchase price of US$70,000,000 ( Seventy Million Dollars) (the "Purchase Price"), payable in cash at the Closing, subject to customary adjustments for:

• Net working capital (target and true-up mechanics to be agreed);

• Loan portfolio adjustments deriving from confirmatory review of loan tapes, ACL adequacy, non-performing assets and TDRs; and

• Permitted post-closing adjustments agreed in the definitive purchase agreement.

The Purchase Price represents approximately a 70.6% premium to the thirty (30)-day average price of Solera common stock of $9.54, as of September 24, 2025, and is intended as a firm, single-number offer for purposes of this Indication.

1. Financing and Proof of Funds

Buyer has obtained firm equity commitments from lead investors and stands ready to fund the Purchase Price from equity and / or committed financing sources. Buyer will promptly provide reasonable evidence of financing and proof of funds upon execution of a confidentiality and exclusivity agreement and prior to the commencement of confirmatory due diligence.

1. Conditions to Closing

The proposed transaction will be subject to customary closing conditions, including, without limitation:

1. Satisfactory confirmatory due diligence (financial, legal, regulatory, tax, BSA/AML, IT and operational, without limitation) at the Buyer's reasonable judgment;

2. Execution of mutually acceptable definitive agreements, including a stock purchase agreement containing customary representations, warranties, covenants, indemnities, closing conditions and termination rights;

3. No material adverse change in the business, operations, financial condition or prospects of the Company and the Bank prior to Closing;

4. Receipt of all required regulatory approvals and non-objections, including (without limitation):

o OCC non-objection under the Change in Bank Control Act (12 U.S.C. §1817(j)) and implementing regulations (12 C.F.R. §5.50), with Buyer filing required prior notices promptly following execution of a definitive agreement; o Any additional approvals or clearances required by the Federal Reserve,

FDIC or other applicable regulators; and o Hart-Scott-Rodino (HSR) clearance, if applicable; and

1. Shareholder approval, if required under applicable law or the Company's organizational documents.

Buyer acknowledges and understands that OCC review and non-objection will be required before Closing and that the statutory waiting period under applicable rules is a gating regulatory requirement.

1. Timeline (Indicative)

Buyer proposes the following indicative timing, subject to the Company's cooperation in providing diligence access and to regulatory timing:

1. Due Diligence Scope

This Indication is based on the information available to the Buyer as of today. Confirmatory diligence will include, without limitation: loan tapes and credit files, underwriting and collateral schedules, ACL methodology, deposit composition, core processor agreements, BSA/AML program, CRA matters and exam history, employee and executive agreements, litigation and regulatory matters, tax and environmental matters, IT systems, and any material contracts. Buyer will require access to management and to data rooms and will follow customary diligence protocols regarding confidentiality and limited distribution.

1. Material Adverse Change / Interim Covenants

Pending execution of definitive agreements, Buyer requests that the Company refrain from taking extraordinary actions (including dividend declarations, significant asset dispositions, material incurrence of indebtedness, or entering into material related-party transactions) without Buyer's prior written consent, except as otherwise required by law or regulation.

1. Legal Effect; Non-Binding Nature

This Indication is non-binding, other than the Confidentiality and Exclusivity provisions expressly referenced above (which shall be binding if and when the parties execute a separate confidentiality/exclusivity agreement). No obligation of any kind (including any obligation to consummate the transaction) will arise unless and until definitive agreements have been executed and delivered by the parties and all conditions therein have been satisfied or waived. This Indication does not constitute a solicitation for proxies or a public offer.

1. Governing Law

This Indication and any non-contractual obligations arising out of or in connection with it shall be governed in all respects, including existence, validity, interpretation and effect (without regard to principles of conflicts of law) by the laws of New York, USA.

Any dispute howsoever deriving or arising from this Indication or in connection with the

Proposed Transaction shall be subject to the exclusive jurisdiction of the Courts of Delaware, USA.

1. Closing Remarks

Buyer believes this proposal offers a prompt, certain and well-capitalized path to a transaction that protects the interests of the Company's stakeholders, preserves franchise value and positions the Bank for operational and capital improvement under experienced stewardship. Buyer looks forward to the opportunity to discuss this Indication with the Board and to proceed in an expedited and cooperative manner.

If the Board is receptive to this Indication, we respectfully request a meeting with the Board and management at the earliest feasible date to present our proposal and to review next steps, including execution of a confidentiality/exclusivity agreement to permit confirmatory due diligence.

Sincerely,

/ / /

Mr. Davi Cunha

Davi Cunha
Sponsor / Authorized Signatory
Project Sun Holdings, LLC (NewCo to be formed)

Michael Quagliano
Executive Chairman of the Company & Board
Solera National Bancorp, Inc

Contacts:
Jay Hansen,
CFO
(303) 209-8600

SOURCE: Solera National Bancorp, Inc.

View the original press release on ACCESS Newswire

G.Stevens--AMWN