NOVATO, Calif.--(BUSINESS WIRE)--
Bank of Marin Bancorp, "BMRC" (NASDAQ:BMRC), parent company of Bank of
Marin, “the Bank,”has announced the completion of the merger of
NorCal Community Bancorp, “NorCal” (OTC:NCLC), parent company of Bank of
Alameda into BMRC, effective November 29, 2013. The transaction adds
approximately $230 million in deposits and $170 million in loans to Bank
of Marin. The Bank now has in excess of $1.7 billion in assets and
operates 21 offices in five counties including Alameda, San Francisco,
Marin, Sonoma and Napa.
Also effective on November 29 with the closing of the merger, Kevin
Kennedy, previously a director of NorCal and Bank of Alameda, has joined
the BMRC and Bank Boards of Directors. Mr. Kennedy is currently serving
his fourth term as Alameda City Treasurer and is very active in the
local community.
"The combination of these two well-respected community banks creates a
strong and vibrant organization with the ability to bring value to
customers, shareholders, and the local community for the long-term,”
said Joel Sklar, MD, Chairman of the Board for Bank of Marin Bancorp and
Bank of Marin. “Kevin Kennedy brings with him a deep knowledge about the
local Alameda community. As a Director he will keep us focused on the
top priorities in that market and help us build on the success of Bank
of Alameda."
Under the terms of definitive agreement, BMRC issued approximately 402
thousand shares of BMRC stock plus $16.0 million in cash for all
outstanding shares of NorCal stock. The merger had an aggregate deal
value of approximately $34.5 million. The transaction will be
immediately accretive to BMRC’s earnings, adding to shareholder value.
“With the close of the merger successfully behind us, we look forward to
working with the Bank of Alameda team and the local community to make a
positive impact in the East Bay,” said Russell A. Colombo, President and
Chief Executive Officer. ”The majority of the client-facing team at Bank
of Alameda, including former CEO Steve Andrews, will continue to serve
our customers ensuring a smooth transition with a high level of service.
We are well positioned to move forward together as a trusted community
bank, bringing an expanded line of products and services to new and
existing customers.”
At the close of business on November 29th, Bank of Alameda customers
became Bank of Marin customers; however, Bank of Alameda’s existing
account agreements and all other contracts will continue to govern
existing account(s). Customers should continue to bank at the same
branches, on-line banking website, and ATMs, as well as continue to make
loan payments as usual. The system conversion is currently scheduled for
early March, which is when Bank of Alameda account(s) will be converted
to the Bank of Marin system. Customers will be notified in writing in
advance of any changes to their account(s) and other services. For any
questions about the merger or their account(s), customers can contact
their Bank of Alameda relationship officer or Branch Manager, call the
Customer Service center, or visit the Bank of Alameda website at www.bankofalameda.com.
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.
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 now with 21 offices in Marin, San Francisco, Napa, Sonoma and
Alameda 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 in excess of $1.7 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.
Forward Looking Statements
This release may contain certain forward-looking statements that are
based on management's current expectations regarding economic,
legislative, and regulatory issues that may impact Bancorp's earnings in
future periods. Forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts. They
often include the words “believe,” “expect,” “intend,” “estimate” or
words of similar meaning, or future or conditional verbs such as “will,”
“would,” “should,” “could” or “may.” Factors that could cause future
results to vary materially from current management expectations include,
but are not limited to, general economic conditions, the economic
uncertainty in the United States and abroad, changes in interest rates,
deposit flows, real estate values, expected future cash flows on
acquired loans, and competition; changes in accounting principles,
policies or guidelines; changes in legislation or regulation; and other
economic, competitive, governmental, regulatory and technological
factors affecting Bancorp's operations, pricing, products and services.
These and other important factors, including the impact of the NorCal
acquisition, are detailed in various securities law filings made
periodically by Bancorp, copies of which are available from Bancorp
without charge. Bancorp undertakes no obligation to release publicly the
result of any revisions to these forward-looking statements that may be
made to reflect events or circumstances after the date of this press
release or to reflect the occurrence of unanticipated events.
Pfaff PR for Bank of Marin
Sandy Pfaff, 415-819-7447
sandy@pfaffpr.com
Source: Bank of Marin Bancorp