Sandy Spring Bancorp, Inc. (NASDAQ:SASR) (“Sandy Spring”) and
WashingtonFirst Bankshares, Inc. (NASDAQ:WFBI) (“WashingtonFirst”)
jointly announced that the companies have received the requisite
stockholder approvals for Sandy Spring to acquire WashingtonFirst.
The transaction was announced on May 16, 2017, and remains subject
to receipt of all required regulatory approvals and satisfaction of
customary closing conditions. The transaction is expected to close
in the fourth quarter of 2017.
Upon completion of the transaction, Sandy Spring and
WashingtonFirst will have combined assets of approximately $7.5
billion, creating the largest, locally headquartered community bank
in the Greater Washington, D.C. region.
About Sandy Spring Bancorp, Inc.
Sandy Spring Bancorp, Inc., headquartered in Olney, Maryland, is
the holding company for Sandy Spring Bank. Independent and
community-oriented, Sandy Spring Bank offers a broad range of
commercial banking, retail banking, mortgage and trust services
throughout central Maryland, Northern Virginia, and the greater
Washington, D.C. market. Through its subsidiaries, Sandy Spring
Insurance Corporation and West Financial Services, Inc., Sandy
Spring Bank also offers a comprehensive menu of insurance and
wealth management services. With $5.3 billion in assets, Sandy
Spring Bank operates 44 community offices and six financial centers
across the region. Visit www.sandyspringbank.com for more
information.
About WashingtonFirst Bankshares, Inc.
WashingtonFirst Bankshares, Inc., headquartered in Reston,
Virginia, is the holding company for WashingtonFirst Bank, a
Virginia-charted bank with more than $2 billion in assets, which
operates 19 full-service banking offices throughout the Washington,
D.C. metropolitan area. In addition, WashingtonFirst provides
wealth management services through its subsidiary, 1st Portfolio
Wealth Advisors, and mortgage banking services through
WashingtonFirst Bank's subsidiary, WashingtonFirst Mortgage
Corporation. For more information about WashingtonFirst, please
visit: www.wfbi.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
with respect to the financial condition, results of operations,
plans, objectives, future performance and business of Sandy Spring
and WashingtonFirst. Forward-looking statements, which may be based
upon beliefs, expectations and assumptions of Sandy Spring’s and
WashingtonFirst’s management and on information currently available
to management, are generally identifiable by the use of words such
as “believe,” “expect,” “anticipate,” “plan,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “may,” “will,” “would,” “could,”
“should” or other similar words and expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made, and neither
Sandy Spring nor WashingtonFirst undertakes any obligation to
update any statement in light of new information or future events.
Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect
actual results.
In addition to factors previously disclosed in Sandy Spring’s
and WashingtonFirst’s reports filed with the U.S. Securities and
Exchange Commission (the “SEC”), the following factors among
others, could cause actual results to differ materially from those
in its forward-looking statements: (i) the possibility that any of
the anticipated benefits of the proposed transaction between Sandy
Spring and WashingtonFirst will not be realized or will not be
realized within the expected time period; (ii) the risk that
integration of operations of WashingtonFirst with those of Sandy
Spring will be materially delayed or will be more costly or
difficult than expected; (iii) the failure to satisfy the
conditions to completion of the proposed transaction, including
receipt of required regulatory and other approvals; (iv) the
failure of the proposed transaction to close for any other reason;
(v) the effect of the announcement of the transaction on customer
relationships and operating results; (vi) the possibility that the
transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; (vii)
general economic conditions and trends, either nationally or
locally; (viii) conditions in the securities markets; (ix) changes
in interest rates; (x) changes in deposit flows, and in the demand
for deposit, loan, and investment products and other financial
services; (xi) changes in real estate values; (xii) changes in the
quality or composition of Sandy Spring’s or WashingtonFirst’s loan
or investment portfolios; (xiii) changes in competitive pressures
among financial institutions or from non-financial institutions;
(xiv) the ability to retain key members of management; and (xv)
changes in legislation, regulations, and policies.
Additional Information about the
Transaction
In connection with the proposed merger transaction, Sandy Spring
has filed with the SEC, and the SEC has declared effective, a
Registration Statement on Form S-4 that includes a Joint Proxy
Statement of Sandy Spring and WashingtonFirst, and a Prospectus of
Sandy Spring, as well as other relevant documents concerning the
proposed transaction. Shareholders are urged to read the
Registration Statement and the Joint Proxy Statement/Prospectus
regarding the merger and any other relevant documents filed with
the SEC, as well as any amendments or supplements to those
documents, because they contain important information about Sandy
Spring, WashingtonFirst and the proposed merger.
A free copy of the Joint Proxy Statement/Prospectus, as well as
other filings containing information about Sandy Spring and
WashingtonFirst, may be obtained at the SEC’s Internet site
(http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from Sandy Spring at
www.sandyspringbank.com under the tab “Investor Relations,” and
then under the heading “SEC Filings” or from WashingtonFirst by
accessing WashingtonFirst’s website at www.wfbi.com under the tab
“Investor Relations,” and then selecting “SEC Filings” under the
heading “Documents and Filings.” Alternatively, these documents,
when available, can be obtained free of charge from Sandy Spring
upon written request to Sandy Spring Bancorp, Inc., Corporate
Secretary, 17801 Georgia Avenue, Olney, Maryland 20832 or by
calling (800) 399-5919, or from WashingtonFirst, upon written
request to WashingtonFirst Bankshares, Inc., Corporate Secretary,
11921 Freedom Drive, Suite 250, Reston, VA 20190 or by calling
(703) 840-2410.
For additional information or questions, please
contact:Daniel J. Schrider, President & Chief
Executive Officer, orPhilip J. Mantua, E.V.P. & Chief Financial
OfficerSandy Spring Bancorp17801 Georgia AvenueOlney, Maryland
208321-800-399-5919 Email: DSchrider@sandyspringbank.com
PMantua@sandyspringbank.comWebsite: www.sandyspringbank.com
Media Contact:Jen SchellVice President,
MarketingSandy Spring
Bank301.570.8331jschell@sandyspringbank.com
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