Bank of Marin Bancorp, "BMRC" (Nasdaq: BMRC), parent company of
Bank of Marin, “the Bank,” and American River Bankshares “AMRB”
(Nasdaq: AMRB), parent company of American River Bank, today
announced the signing of a merger agreement. American River
Bankshares has ten branches across the Greater Sacramento, Amador
and Sonoma County regions, assets of $916.1 million, total deposits
of $788.6 million, and total loans of $475.4 million as of March
31, 2021.
“This merger brings together two exceptional
institutions that share complementary values and disciplined
fundamentals,” said Russell A. Colombo, President and Chief
Executive Officer of Bank of Marin Bancorp and Bank of Marin. “Bank
of Marin will be able to expand its franchise by delivering the
same legendary service that is the hallmark of a community bank on
a regional scale."
David E. Ritchie, Jr., President and Chief
Executive Officer of American River Bankshares, commented, “We are
excited for the opportunity to join one of the strongest banks in
the region. We believe our clients, shareholders and employees will
benefit from Bank of Marin’s history of profitable growth and
expertise in successfully executing acquisitions. We believe their
community banking model, culture and commitment to high-quality
client service make Bank of Marin an excellent partner for American
River Bank.”
The transaction will be immediately accretive to
BMRC’s earnings, adding to shareholder value. AMRB shareholders
will receive a fixed exchange ratio of 0.575 shares of BMRC common
stock for each share of AMRB common stock outstanding. Based on
BMRC’s closing stock price of $39.06 on April 16, 2021, the
transaction is valued at $134.5 million, or $22.46 per share of
AMRB common stock. Such value will fluctuate with changes in the
stock price of BMRC. The total transaction value includes the value
of AMRB options being paid in cash by BMRC.
The transaction is expected to close in the
third quarter of 2021, and upon closing the Bank will have
approximately $4.0 billion in assets and operate thirty-one
branches in ten counties, including Alameda, Amador, Contra Costa,
Marin, Napa, Placer, Sacramento, San Francisco, San Mateo, and
Sonoma. Upon closing, BMRC will add two board members from AMRB to
its board. BMRC’s and AMRB’s boards of directors have unanimously
approved the acquisition agreement. Additionally, directors of AMRB
and BMRC have entered into agreements whereby they have committed
to vote their shares in favor of the transaction. The closing of
the acquisition is subject to satisfaction of customary closing
conditions, including regulatory approvals and approval of BMRC and
AMRB shareholders.
Bank of Marin Bancorp received financial
advisory services and a fairness opinion from Keefe, Bruyette &
Woods, A Stifel Company, and Stuart Moore Staub served as legal
counsel. American River Bankshares received financial advisory
services and a fairness opinion from Piper Sandler & Co., and
Manatt, Phelps & Phillips LLP served as legal counsel.
Conference Call
/ Investor PresentationRussell A.
Colombo, President and Chief Executive Officer of Bank of Marin,
Tim Myers, EVP, Chief Operating Officer of Bank of Marin, and Tani
Girton, EVP, Chief Financial Officer of Bank of Marin, will review
additional information regarding the transaction during the BMRC
Earnings Call webcast on Monday, April 19, 2021 at 11:30 AM
EDT/8:30 AM PDT. An investor presentation has also been created for
this announcement, and will be discussed on the conference call. To
access a copy of the presentation and to listen to the conference
call online, investors are invited to visit
http://www.bankofmarin.com under "Investor Relations." To listen to
the live call, please go to the website at least 15 minutes early
to register, download and install any necessary audio software. For
those who cannot listen to the live broadcast, a replay will be
available on this site shortly after the call.
About Bank of Marin
BancorpFounded in 1990 and headquartered in Novato, Bank
of Marin is the wholly owned subsidiary of Bank of Marin Bancorp
(Nasdaq: BMRC). A leading business and community bank in the San
Francisco Bay Area, with assets of $3.1 billion as of March 31,
2021, Bank of Marin has 21 branches and 7 commercial banking
offices located across 7 Bay Area counties. Bank of Marin provides
commercial banking, personal banking, specialty lending and wealth
management and trust services. Specializing in providing legendary
service to its customers and investing in its local communities,
Bank of Marin has consistently been ranked one of the “Top
Corporate Philanthropists" by the San Francisco Business Times and
one of the “Best Places to Work” by the North Bay Business Journal.
Bank of Marin Bancorp is included in the Russell 2000 Small-Cap
Index and Nasdaq ABA Community Bank Index. For more information, go
to www.bankofmarin.com.
About American River
BanksharesAmerican River Bank is a Sacramento-based
community bank serving Northern California since 1983.
Headquartered in Rancho Cordova, CA, American River Bank is the
wholly owned subsidiary of American River Bankshares (Nasdaq:
AMRB). The bank provides a wide range of products and services
across 10 branches to mid-sized community-based businesses and
individuals located in Sacramento, Amador, Sonoma, and Placer
counties. AMRB offers secured and unsecured commercial real estate,
secured real estate, and other installment loans as well as
personal banking solutions and deposits products. AMRB’s honest
approach, commitment to community and focus on profitability is
intended to lead their clients to greater success. For more
information, go to www.americanriverbank.com/.
Additional Information about the
Acquisition and Where to Find
ItIn connection with the proposed acquisition, BMRC will
file with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 to register the shares of BMRC
common stock to be issued to the shareholders of AMRB. The
registration statement will include a prospectus of BMRC and a
joint proxy statement which will be sent to the shareholders of
AMRB and BMRC seeking their approval of the acquisition and related
matters. In addition, BMRC and AMRB may file other relevant
documents concerning the proposed acquisition with the SEC.
Shareholders of BMRC and AMRB are urged to read
the registration statement on Form S-4 and the prospectus and joint
proxy statement included within the registration statement and any
other relevant documents to be filed with the SEC in connection
with the proposed acquisition because they will contain important
information about BMRC, AMRB and the proposed transaction.
Investors and shareholders may obtain free copies of these
documents through the website maintained by the SEC at www.sec.gov.
Free copies of the joint proxy statement/prospectus also may be
obtained by directing a request by telephone or mail to Bank of
Marin Bancorp, 504 Redwood Blvd, Suite 100, Novato CA, 94947,
Attention: Investor Relations (telephone: (415) 763-4523), or by
accessing Bank of Marin’s website at www.bankofmarin.com under
“Investor Relations.” The information on Bank of Marin’s website is
not, and shall not be deemed to be, a part of this release or
incorporated into other filings it makes with the SEC.
Participants in the
SolicitationBMRC, AMRB and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of BMRC and AMRB in
connection with the acquisition. Information about the directors
and executive officers of BMRC is set forth in the proxy statement
for BMRC’s 2021 annual meeting of shareholders previously filed
with the SEC, and as may be amended in the future. Information
about the directors and executive officers of AMRB is set forth in
the proxy statement for AMRB’s 2021 annual meeting of shareholders
previously filed with the SEC. Additional information regarding the
interests of these participants and other persons who may be deemed
participants in the acquisition may be obtained by reading the
joint proxy statement regarding the acquisition when it becomes
available.
Forward-Looking
StatementsStatements made in this release, other than
those concerning historical financial information, may be
considered forward-looking statements, which speak only as of the
date of this release and are based on current expectations and
involve a number of assumptions. These include statements as to the
anticipated benefits of the acquisition, including future financial
and operating results, cost savings and enhanced revenues that may
be realized from the acquisition as well as other statements of
expectations regarding the acquisition and any other statements
regarding future results or expectations. Such forward-looking
statements may contain words related to future projections
including, but not limited to, words such as “believe,” “expect,”
“anticipate,” “intend,” “may,” “will,” “should,” “could,” “would,”
and variations of those words and similar words that are subject to
risks, uncertainties and other factors that could cause actual
results to differ significantly from those projected. Each of BMRC
and AMRB intends such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995 and is
including this statement for purposes of these safe harbor
provisions. The companies’ respective abilities to predict results,
or the actual effect of future plans or strategies, is inherently
uncertain. Factors which could have a material effect on the
operations and future prospects of each of BMRC and AMRB and the
resulting company, include but are not limited to: (1) the
businesses of BMRC and/or AMRB may not be integrated successfully
or such integration may be more difficult, time-consuming or costly
than expected; (2) expected revenue synergies and cost savings from
the acquisition may not be fully realized or realized within the
expected time frame; (3) revenues following the merger may be lower
than expected; (4) customer and employee relationships and business
operations may be disrupted by the acquisition; (5) the ability to
obtain required regulatory and shareholder approvals, and the
ability to complete the acquisition on the expected timeframe may
be more difficult, time-consuming or costly than expected; (6)
changes in interest rates, general economic conditions,
legislative/regulatory changes, monetary and fiscal policies of the
U.S. government, including policies of the U.S. Treasury and the
Board of Governors of the Federal Reserve; the quality and
composition of the loan and securities portfolios; demand for loan
products; deposit flows; competition; demand for financial services
in the companies’ respective market areas; their implementation of
new technologies; their ability to develop and maintain secure and
reliable electronic systems; and accounting principles, policies,
and guidelines, and (7) other risk factors detailed from time to
time in filings made by BMRC or AMRB with the SEC. BMRC and AMRB
undertake no obligation to update or clarify these forward-looking
statements, whether as a result of new information, future events
or otherwise except as required by law.
MEDIA CONTACT: Beth Drummey Marketing &
Corporate Communications Manager Bank of Marin 415-763-4529 |
bethdrummey@bankofmarin.com
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