Bank of Marin Bancorp (BMRC) and American River Bankshares (AMRB) Announce The Signing of a Merger Agreement

April 19, 2021 8:17 AM EDT

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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.



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