Bank of Marin Bancorp, “BMRC”, parent company of Bank of Marin, “the Bank,” 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.”
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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.
