EX-99.1 2 dex991.htm SLIDE PRESENATION FOR 2007 ANNUAL MEETING OF SHAREHOLDERS Slide presenation for 2007 Annual Meeting of Shareholders
1
Greater Bay Bancorp
Annual Meeting Presentation
May 30, 2007
Exhibit 99.1


2
Certain
matters
discussed
in
this
presentation
constitute
forward-looking
statements
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
These
forward
looking
statements
relate
to
the
Company’s
current
expectations
regarding
future
operating
results,
net
interest
margin,
net
loan
charge-offs,
asset
quality,
level
of
loan
loss
reserves,
growth
in
loans
and
deposits,
and
the
strength
of
the
local
economy.
These
forward
looking
statements
are
subject
to
certain
risks
and
uncertainties
that
could
cause
the
actual
results,
performance
or
achievements
to
differ
materially
from
those
expressed,
suggested
or
implied
by
the
forward
looking
statements.
These
risks
and
uncertainties
include,
but
are
not
limited
to:
(1)
the
impact
of
changes
in
interest
rates,
a
decline
in
economic
conditions
at
the
local,
national
and
international
levels
and
increased
competition
among
financial
service
providers
on
the
Company’s
results
of
operations
and
the
quality
of
the
Company’s
earning
assets;
(2)
government
regulation,
including
ABD’s
receipt
of
requests
for
information
from
state
insurance
commissioners
and
subpoenas
from
state
attorneys
general
related
to
the
ongoing
insurance
industry-wide
investigations
into
contingent
commissions
and
override
payments;
(3)
the
successful
completion
of
the
merger
between
the
Company
and
Wells
Fargo
&
Company,
and;
4)
the
other
risks
set
forth
in
the
Company‘s
reports
filed
with
the
Securities
and
Exchange
Commission,
including
its
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2006.
Greater
Bay
does
not
undertake,
and
specifically
disclaims,
any
obligation
to
update
any
forward-looking
statements
to
reflect
occurrences
or
unanticipated
events
or
circumstances
after
the
date
of
such
statements.
Greater Bay Bancorp
Forward Looking Statements


3
Company Profile
As of March 31, 2007
0.98% / 9.65%
Q1 ROA/ROCE (annualized)
$   4.7 billion
Core Loans
(1)
$ 1.4 billion
Market Capitalization
(3)
$747.8 million
Common Equity
51.0 million
Common Shares Outstanding
$0.31
Q1 Diluted EPS
$ 17.8 million
Q1 Net Income
$   4.3 billion
Core Deposits
(2)
$   7.4 billion
Total Assets
(1)
Excludes purchased residential mortgage loans of $211 million.
(2)
Excludes brokered and wholesale institutional deposits of $1.0 billion.
(3)
As of May 25, 2007


4
Balance Sheet/Margin Metrics


5
Core Loan Portfolio Composition
(1)
Combined Community Banking and Specialty Finance
$-
$1
$2
$3
$4
$5
2003
2004
2005
2006
Q1 07
Commercial-Term RE
Commercial - Community Banking
Construction and Land
Commercial - Specialty Finance
All Other
($ in Billions)
$4.56                            $4.47                       
$4.49                           $4.69                        
$4.69            
9%
19%
12%
23%
37%
9%
22%
11%
22%
36%
8%
26%
14%
20%
32%
7%
27%
16%
20%
30%
(
1)  Total Loans, gross of deferred costs and fees. In Q3’06 $15.4 million of deferred costs and fees on leases were
reclassified from commercial, consumer and other loans into net deferred costs and fees. Prior periods have been
changed to conform with current period presentation; core loans exclude purchased residential mortgage loans.
6%
29%
14%
20%
31%


6
-400
-200
0
200
400
Dec-03
Dec-04
Dec-05
Dec-06
Mar-07
Commercial - Term RE
Construction and Land
Commercial - Community Banking
Commercial - Specialty Finance
Total Loans, gross of deferred costs and fees
Core Loan Portfolio Evolution
(1)
(Cumulative Change Since December 2003)
($ in Millions)
(1)
In
Q3’06
$15.4
million
of
deferred
costs
and
fees
on
leases
were
reclassified
from
commercial,
consumer
and
other
loans
into
net
deferred
costs
and
fees.
Prior
periods
have
been
changed
to
conform
with
current
period
presentation;
core
loans
exclude
purchased
residential
mortgage
loans.


7
Core Deposit Balances
(1)
$0
$1
$2
$3
$4
$5
$6
2002
2003
2004
2005
2006
Q1 '07
Demand Deposits
Liquid Interest-Bearing Deposits
Time Deposits
($ in Billions)
(1)
Core
deposits
exclude
brokered
and
wholesale
institutional
deposits.
$4.43
$4.56
$4.81
$4.56
$4.25
$4.27


8
0%
1%
2%
3%
4%
5%
6%
Dec
'03
Dec
'04
Dec
'05
Dec
'06
Interest Bearing Core Deposit Cost
LIBOR
Core deposits exclude brokered and wholesale institutional deposits.
Mar
07
Core Deposit Pricing


9
3.97%
4.26%
4.37%
4.34%
4.35%
4.19%
3.91%
3.78%
3.00%
3.25%
3.50%
3.75%
4.00%
4.25%
4.50%
4.75%
5.00%
2003
2004
2005
Q1 06*
Q2 06*
Q3 06*
Q4 06*
Q1 07*
Net Interest Margin
* Annualized


10
Credit Metrics


11
2.72%
2.63%
2.39%
1.39%
1.74%
1.35%
0.67%
1.18%
0.39%
0.09%
0.24%
0.13%
Allowance%
Net charge-off %
*
Allowance
ratio
is
a
percentage
of
end
of
period
total
loans.
YTD
net
charge-offs
are
an
annualized
percentage of YTD average loans.
2002               2003                    2004          
2005                  2006               Q1 ‘07
Strong Credit Quality*


12
Commercial Insurance Brokerage


13
Commercial Insurance Services Business
Acquired
ABD
Insurance
and
Financial
Services
in
March
2002
a
highly-respected
provider
of
commercial
insurance
brokerage
and
risk
management
services.
Strategic
focus
on
expansion
(via
organic
growth
and
acquisitions)
into
key
western
regional
markets.
Leverage
existing
lines
of
business
expertise
and
to
develop
enhanced
“provider-of-choice”
branding
and
pricing
positions.
Successful
expansion
into
Seattle
(2003)
and
Nevada
(2005).
Entered
Oregon
in
late
2006.


14
ABD Geographic Distribution
% of 2006 Revenue
13%
17%
10%
46%
14%
Seattle
Sacramento
Nevada
Southern CA/
Central Coast
San Francisco
Bay Area


15
Capital Metrics


16
6.5%
7.0%
10.1%
9.5%
13.8%
12.0%
GBBK
GBBK Peer Group*
Tangible Common
Total Common
Total Risk-Based Ratio
* Comparable bank holding companies with assets between $5-$11 billion.
Solid Capital Base
March 31, 2007


17
2006 Accomplishments of Note
Continuation
of
solid
and
quality
growth
realized
in
specialty
finance
and
commercial
insurance
brokerage
businesses.
Integration
of
insurance
acquisition
successfully
completed.
Sustained
brisk
expansion
of
MATSCO
and
GBC
franchises.
Sustained
repositioning
of
community
bank
asset
portfolio
and
branding
in
concert
with
stated
objectives.
Balanced
migration
from
CRE
to
construction
and
commercial
lending.
BDO
initiative
established.
Reduced
number
of
bank
identities,
and
coalesced
strategic
positioning
around
“natural”
regional
community
banking
markets.


18
Disciplined risk management.
Positive credit quality trends.
Firm adherence to underwriting principles.
Redoubled focus on expense discipline.
Reduction
in
workforce
undertaken
to
align
resources
and
revenues.
Outsourcing
of
mainframe
data
processing
effectively
executed.
Procurement
and
facilities
cost
reduction
actions
in
process.
2006 Accomplishments of Note
(continued)


19
Recent Developments


20
What Was Announced
Greater
Bay
announced
that
it
has
entered
into
a
definitive
agreement
to
be
merged
with
Wells
Fargo
&
Company
(WFC)
each
GBBK
share
will
be
exchanged
in
the
merger
for
WFC
common stock having:
A
fixed
value
of
$28.50
based
on
an
average
trading
price
of
WFC
common
stock
within
the
“collar”
of
$32.175
to
$39.325
during
a
measurement
period
prior
to
the
special
shareholders’
meeting, or
A
fixed
exchange
rate
of
(1)
0.8858
if
the
WFC
average
trading
price
is
below
the
“collar”,
or
(2)
0.7247
if
the
WFC
average
trading
price
is
above
the
“collar”.
Subject
to
shareholder
and
regulatory
approval,
and
to
the
other
terms
and
conditions
described
in
the
definitive
agreement.
If
approved
and
if
agreement
terms
are
met,
currently
expected
to
close
in
the
fourth
quarter.


21
Decision Making Process
Board
of
Directors
carefully
weighed
a
number
of
factors
in
reaching
its
decision.
Process
was
deliberate,
thoughtful,
and
focused
on
maximizing
shareholder
interests.
Added
detail
with
respect
to
process
will
be
provided
in
proxy
statement.


22
Considerations in Merger with Wells Fargo
The
Board
determined
that
it
was
in
the
best
interests
of
our
shareholders
--
and
that
it
was
a
good
and
responsible
fulfillment
of
its
fiduciary
duties
--
to
agree
to
merge
with
Wells
Fargo.
Competitively
comparable
transaction
metrics.
And
in
a
“currency”
of
proven
financial
performance.
Wells
Fargo
exhibited
active
interest
in
owning
and
growing
each
of
our
major
businesses.
And
is
culturally
aligned
with
our
relationship-oriented
values
--
as
well
as
our
strong
sense
of
community.
It
can
immediately
deliver
broad
array
of
new
products,
services
and
value
to
our
clients
that
we
would
otherwise
have
needed
to
build.
Leading
to
the
Board’s
decision
that
this
was
the
right
thing
to
do
at
the
right
time,
and
at
the
right
price
with
the
right
partner.


23
Transaction Metrics
Multiple to LTM EPS
(1)
19.9x
Multiple to Tangible Book Value
3.17x
Implied Deposit Premium
(2)
27%
(1)
LTM = April 2006 through March 2007.
(2)
Excludes brokered CDs and time deposits of $100,000 or more.


24
Wells Fargo As a Currency
Wells
Fargo
&
Company
is
a
diversified
financial
services
company
with
$486
billion
in
assets.
Wells
Fargo
Bank,
N.A.
is
one
of
only
two
banks
worldwide
to
enjoy
the
highest
possible
credit
rating
from
both
Standard
&
Poors
and
Moody’s.
Transaction
will
provide
Greater
Bay
shareholders
with
an
increase
in
annual
cash
dividends
per
share
of
39%.
(1)
(1)
Based
on
Greater
Bay’s
current
annual
cash
dividend
payout
rate
of
$0.64
per
share,
WFC’s
current
annual
cash
dividend
payout
rate
of
$1.12
per
share
and
an
implied
exchange
ratio
of
0.7952
based
on
WFC’s
stock
price
of
$35.84
as
of
May
3,
2007.


25
Appendix –
Custom Peer Group
Provident Bankshares Corp.
Republic Bancorp Inc.
Santander Bancorp
Sterling Financial Corp.
Susquehanna Bancshares, Inc.
SVB Financial Group
Texas Regional Bancshares, Inc.
Trustmark Corp.
UCBH Holdings, Inc.
UMB Financial Corp.
Westamerica Bancorporation
Whitney Holding Corp.
AMCORE Financial, Inc.
Bank of Hawaii Corp.
Cathay General Bancorp
Central Pacific Financial Corp.
Chittenden Corporation
Citizens Banking Corp.
CVB Financial Corp.
First Commonwealth Financial Corp.
First Midwest Bancorp, Inc.
First Republic Bank
FirstMerit Corp.
Old National Bancorp
Pacific Capital Bancorp