SONOMA VALLEY BANCORP

election_required = True...ESENTS ALL OF THE SHARES I OWN? Odd lots are not subject to proration. That means all properly tendered odd lots will be purchased in entirety without proration in the event that more shares are tendered than we purchase. To properly tender odd lots, you must complete the section entitled “Odd Lots” in the Letter of Transmittal. See Section 1. WILL I HAVE TO PAY BROKERAGE COMMISSIONS IF I TENDER MY SHARES? If you are a registered shareholder and you tender your shares directly to the Depository, you will not incur any brokerage commissions. If you hold your shares through a broker or a bank, we urge you to consult your broker or bank to determine whether they c...

election_required = True...is, her or its shares directly to the Depository may avoid the payment of brokerage commissions and any additional odd lot discounts in a sale of the Odd Lot Holder's shares. Any Odd Lot Holder wishing to tender all of his, her or its shares in the Offer must complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. Odd Lot Holders who do not complete the form(s) will not receive this preference. Purpose of the Offer. It is our long-term goal to increase shareholder value. Our Board of Directors believes that one method of increasing shareholder value is through the repurchase of our shares o...

expiry = 2004-05-14...NCORP 202 W. Napa Street Sonoma, California 95476 (707) 935-3200 OFFER TO PURCHASE FOR CASH UP TO 100,000 SHARES OF COMMON STOCK EACH AT A PURCHASE OF $35.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 2:00 P.M., PACIFIC STANDARD TIME, ON MAY 14, 2004, UNLESS THE OFFER IS EXTENDED. We, Sonoma Valley Bancorp, invite our shareholders to tender up to 100,000 shares of our common stock, no par value, for purchase by us at a price of $35.00 per share in cash upon the terms and subject to the...

expiry = 2004-05-14...noma, California 95476 (707) 935-3200 SUPPLEMENT NUMBER 1 TO THE OFFER TO PURCHASE FOR CASH UP TO 100,000 SHARES OF COMMON STOCK EACH AT A PURCHASE OF $35.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 2:00 P.M., PACIFIC STANDARD TIME, ON MAY 14, 2004, UNLESS THE OFFER IS EXTENDED. We, Sonoma Valley Bancorp, are providing this Supplement Number 1 to our offer to purchase up to 100,000 shares of our common stock. You should read this Supplement Number 1 and our Offer to Purchase dated Ap...

mechanism = FIXED...incorporated documents, we will mail them to you by first class mail, or another equally prompt means, within a reasonable time after we receive your request. 10. SOURCE AND AMOUNT OF FUNDS. Assuming that we purchase 100,000 shares pursuant to the Offer, at a purchase price of $35.00 per share, we expect the maximum aggregate cost, including all fees and expenses applicable to the Offer, to be approximately $3,570,000. We expect to fund the purchase of the shares tendered in the tender offer and the payment of related fees and expenses from available cash on hand. The tender offer is not subject to the receipt of financing. 11...

must_tender_all = True...decreases. Shareholders should be aware that their ability to satisfy any of the foregoing tests also may be affected by proration pursuant to the Offer. Therefore, unless a shareholder makes a conditional tender, the shareholder (other than an Odd Lot Holder who tenders all of his or her shares) can be given no assurance, even if the shareholder tenders all of the shareholder’s shares, that we will purchase a sufficient number of such shares to permit the shareholder to satisfy any of the foregoing tests. Shareholders also should be aware that an acquisition or disposition of shares in the market or otherwise as part of a plan...

must_tender_all = True...tendered by any person (an "Odd Lot Holder") who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. Odd Lot Holders who tender all of their shares will be accepted for payment before any proration of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these holders have separate accounts or certificates representing fewer than 100 shares. By tendering in the Offe...

no_priority = True...unts in a sale of the Odd Lot Holder's shares. Any Odd Lot Holder wishing to tender all of his, her or its shares in the Offer must complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. Odd Lot Holders who do not complete the form(s) will not receive this preference. Purpose of the Offer. It is our long-term goal to increase shareholder value. Our Board of Directors believes that one method of increasing shareholder value is through the repurchase of our shares of common stock. In recognition of this, in April 1999, we began a program to repurchase shares of our common stock, when our Board of Direc...

price = USD 35.0...equally prompt means, within a reasonable time after we receive your request. 10. SOURCE AND AMOUNT OF FUNDS. Assuming that we purchase 100,000 shares pursuant to the Offer, at a purchase price of $35.00 per share, we expect the maximum aggregate cost, including all fees and expenses applicable to the Offer, to be approximately $3,570,000. We expect to fund the purchase of the shares tendered in the tender offer and the payment o...

price = USD 35.0...r Offer to Purchase dated April 6, 2004 before you make a decision. We invite our shareholders to tender up to 100,000 shares of our common stock, no par value, for purchase by us at a price of $35.00 per share in cash upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the "Offer"). All shares acquired in the Offer will be acquired at the...

threshold = 100...han all shares tendered by a shareholder will be purchased or that, if a tender is conditioned upon the purchase of a specified number of shares, none of those shares will be purchased. Odd Lots. The term “Odd Lot” means all shares tendered by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any pr...

threshold = 100...ornia 95476, (707) 935-3200. If the shares you own are held by a broker, your broker should be able to assist you to with the procedure to tender your shares. 2 TERMS OF THE TRANSACTION Odd Lots. The term "Odd Lot" means all shares tendered by any person (an "Odd Lot Holder") who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. Odd Lot Holders who tender all of their shares will be accepted for payment before any proration of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or...

txn_type = TENDER_OFFEREX-99 3 ex99-1.htm Exhibit 99.1 SONOMA VALLEY BANCORP 202 W. Napa Street Sonoma, California 95476 (707) 935-3200 OFFER TO PURCHASE FOR CASH UP TO 100,000 SHARES OF COMMON STOCK EACH AT A PURCHASE OF $35.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 2:00 P.M., PACIFIC STANDARD TIME, ON MAY 14, 2004, UNLESS THE OFFER IS EXTENDED. We, Sonoma Valley Bancorp, invite our shareholders to tender up to 100,000 shares of our common stock, no par value, for purchase b...

txn_type = TENDER_OFFEREX-99 4 offersupp.txt [GRAPHIC OMITTED] SONOMA VALLEY BANCORP 202 W. Napa Street Sonoma, California 95476 (707) 935-3200 SUPPLEMENT NUMBER 1 TO THE OFFER TO PURCHASE FOR CASH UP TO 100,000 SHARES OF COMMON STOCK EACH AT A PURCHASE OF $35.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 2:00 P.M., PACIFIC STANDARD TIME, ON MAY 14, 2004, UNLESS THE OFFER IS EXTENDED. We, Sonoma Valley Bancorp, are providing this Supplement Number 1 to our offer to purchase up to 100,000 shares of our common stock...

txn_type = TENDER_OFFER...ny") to purchase up to 100,000 shares of its Common Stock, no par value. Sonoma Valley Bancorp is offering to purchase these shares at $35.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 6, 2004, and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the "Offer." This Amendment No. 2 to the Issuer Tender Offer on Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 19...