Acquisition Adds Strong East Bay Presence to Leading North Bay
Community Bank
NOVATO, Calif.--(BUSINESS WIRE)--
Bank of Marin Bancorp, "BMRC" (NASDAQ: BMRC), parent company of Bank of
Marin, “the Bank,”and NorCal Community Bancorp, “NorCal” (OTC:
NCLC), parent company of Bank of Alameda, today announced that BMRC has
entered into a definitive agreement to acquire NorCal and Bank of
Alameda, its subsidiary. Bank of Alameda has four branch offices serving
Alameda, Emeryville, and Oakland, and had assets of $264.7 million,
total deposits of $228.7 million, and total loans of $170.6 million as
of March 31, 2013.
"This is an excellent opportunity to combine two well-respected
community banks that share a deep commitment to their local communities
with similar corporate cultures and core values,” said Joel Sklar, MD,
Chairman of the Board for Bank of Marin Bancorp and Bank of Marin. “This
acquisition provides Bank of Marin with the right opportunity to expand
into the East Bay, which has been a key part of our long-term strategy.
We look forward to joining forces with Bank of Alameda’s employees and
customers with our continued vision of being the premier community bank
in all of our markets."
"Bank of Marin can provide the resources Bank of Alameda needs to
continue providing our customers with the dedicated community-based
banking and the high level of personal service that they have come to
enjoy,” said James B. Davis, Chairman of the Board of NorCal Community
Bancorp and Bank of Alameda. “I am confident this transaction will
further improve community banking for our customers by offering an
expanded line of products and services, and larger business loans. It
also provides a solid opportunity for our shareholders to become part of
a highly respected organization."
The transaction will be immediately accretive to BMRC’s earnings, adding
to shareholder value. It is currently valued at $32.7 million, or $3.07
per NorCal share of common stock. This includes the cancellation of
in-the-money options with cash. BMRC will pay approximately fifty-one
percent in common stock and approximately forty-nine percent in cash on
an aggregate basis. Within the foregoing limits on the mix of stock and
cash, NorCal shareholders will be able to elect BMRC common stock, cash,
or a combination thereof. The number of shares of BMRC common stock to
be issued to NorCal shareholders is based on a fixed exchange ratio of
0.07716, provided that BMRC’s common stock price remains between $35.11
and $42.91 as measured by the 15-day volume-weighted average price prior
to closing of the transaction. To the extent the weighted-average price
of BMRC common stock is outside of this price range, then the exchange
ratio will adjust accordingly.
The transaction is expected to close in the fourth quarter of 2013, and
upon closing the Bank will have approximately $1.7 billion in assets and
operate twenty-one branches in five counties, including San Francisco,
Marin, Sonoma, Napa and Alameda. Subject to applicable corporate
governance requirements, upon the closing of the acquisition, Kevin
Kennedy, currently a director of NorCal and Bank of Alameda, will join
the BMRC and Bank board of directors. BMRC and NorCal’s board of
directors unanimously approved the acquisition agreement. Additionally,
directors and executive officers of NorCal 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 NorCal’s shareholders.
Bank of Marin Bancorp was advised in the transaction by Keefe, Bruyette
& Woods, a Stifel Company, as financial advisor, and Stuart | Moore, as
legal counsel. NorCal Community Bancorp was advised by Sandler O’Neill +
Partners, L.P. as financial advisor, and Bingham McCutchen LLP, as legal
counsel.
Conference Call / Investor Presentation
Russell A. Colombo, President and Chief Executive Officer of Bank of
Marin, together with members of the Bank’s Senior Management will review
additional information regarding the transaction during a call to be
held on Tuesday, July 2, 2013 at 9:00 a.m. PT/ 12:00 p.m. ET. 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 “Latest Press and News”. To listen to the live call, please go to
the web site 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
Bank of Marin, as the sole subsidiary of Bank of Marin Bancorp (NASDAQ:
BMRC), is the premier community and business bank in Marin County with
17 offices in Marin, San Francisco, Napa and Sonoma counties. Bank of
Marin offers business and personal banking, private banking and wealth
management services, with a strong focus on supporting local businesses
in the community. Incorporated in 1989, Bank of Marin has received the
highest five star rating from Bauer Financial for more than fourteen
years (www.bauerfinancial.com)
and has been recognized for several years as one of the "Best Places to
Work in the North Bay" by the North Bay Business Journal and one of the
“Top Corporate Philanthropists" by the San Francisco Business Times.
With assets exceeding $1.4 billion, Bank of Marin Bancorp is included in
the Russell 2000 Small-Cap Index and has been recognized as a Top 200
Community Bank for the past five years by US Banker Magazine. For more
information, go to www.bankofmarin.com.
About NorCal Community Bancorp
NorCal Community Bancorp was formed in 2002 as a single-bank holding
company for Bank of Alameda, a locally-owned business bank established
in 1998. Bank of Alameda’s focus is on Alameda County and other parts of
the Bay Area primarily east of San Francisco, operating four branch
offices serving the cities of Alameda, Emeryville and Oakland. Bank of
Alameda prides itself on providing superior service to customers, and
provides business banking and cash management services to a broad base
of business clients as well as a full menu of retail banking services
for consumers. NorCal Community Bancorp common stock is traded on the
OTC Bulletin Board under the symbol NCLC. For more information, go to www.bankofalameda.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 NorCal. The registration statement will include a
proxy statement/prospectus which will be sent to the shareholders of
NorCal seeking their approval of the acquisition and related matters. In
addition, BMRC may file other relevant documents concerning the proposed
acquisition with the SEC.
Shareholders of NorCal are urged to read the registration statement on
Form S-4 and the proxy statement/prospectus 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, NorCal 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 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 BMRC makes with the SEC.
Participants in the Solicitation
BMRC and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of
NorCal in connection with the acquisition. Information about the
directors and executive officers of BMRC is set forth in the proxy
statement for BMRC’s 2013 annual meeting of shareholders filed with the
SEC on April 11, 2013. 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 proxy
statement/prospectus 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. Each of BMRC and
NorCal 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 NorCal and the resulting company, include but are not limited to:
(1) the businesses of BMRC and/or NorCal 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 with the SEC. BMRC
and NorCal undertake no obligation to update or clarify these
forward-looking statements, whether as a result of new information,
future events or otherwise.
Bank of Marin
Fabia Butler, 415-763-4529
fabiabutler@bankofmarin.com
or
NorCal
Community Bancorp
Steve Andrews, 510-748-8468
andrewss@bankofalameda.com
Source: Bank of Marin Bancorp