Strengthens Bank of Marin’s Franchise;
Expands Footprint Into Greater Sacramento and Amador
Markets
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 Presentation
Russell 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 Bancorp
Founded 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 Bankshares
American 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 It
In 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 Solicitation
BMRC, 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 Statements
Statements 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210419005200/en/
Beth Drummey Marketing & Corporate Communications Manager
Bank of Marin 415-763-4529 | bethdrummey@bankofmarin.com
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