Bank of Marin Bancorp Announces Completion of Acquisition of American River Bankshares
09 August 2021 - 10:00PM
Business Wire
Bank of Marin Bancorp, “BMRC” (Nasdaq: BMRC), parent company of
Bank of Marin, “the Bank,” today announced the completion of its
acquisition of American River Bankshares, “AMRB” (Nasdaq: AMRB),
parent company of American River Bank, effective August 6, 2021.
BMRC and AMRB held special meetings of shareholders on July 28,
2021 and each company’s shareholders have approved the
acquisition.
Under terms of the agreement, each share of AMRB common stock
was converted into the right to receive 0.575 shares of BMRC common
stock. The value of the total deal consideration was approximately
$125 million, which includes the value of AMRB options being paid
in cash by BMRC.
Also under the agreement, two new directors have been added to
the Boards of Directors of BMRC and the Bank, effective
immediately. The two new directors are Charles D. Fite,
President, Fite Development Co. and Nicolas Anderson, Chief
Executive Officer of Capitol Digital & Califorensics. With
these additions, the BMRC and Bank Boards are now comprised of 14
directors.
“We are pleased to complete our acquisition of American River
Bank and welcome their customers, employees and shareholders to
Bank of Marin,” said Russell A. Colombo, Chief Executive Officer.
“Our two organizations share a commitment to exceptional customer
service and dedication to our local communities that can now be
amplified on a regional scale. As a nearly $4 billion bank, we have
greater opportunity to grow assets, acquire talent, expand our
footprint, and build infrastructure across a diversified
geography.”
With the addition of American River Bank, on a pro forma
combined basis, Bank of Marin Bancorp would have total assets of
approximately $4.0 billion, total loans outstanding of $2.2 billion
(excl. SBA Paycheck Protection Program loans) and total deposits of
$3.5 billion as of June 30, 2021 (unaudited and excluding purchase
accounting adjustments).
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.
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 Northern
California, with assets of nearly $4.0 billion, Bank of Marin has
31 branches and 8 commercial banking offices located across 10
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.
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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Beth Drummey Marketing & Corporate Communications Manager
Bank of Marin 415-763-4529 | bethdrummey@bankofmarin.com
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