Sandy Spring Bancorp, Inc. (Nasdaq:SASR) and CommerceFirst Bancorp,
Inc. (Nasdaq:CMFB) today announced the execution of a definitive
merger agreement for Sandy Spring to acquire CommerceFirst Bancorp
and its wholly-owned subsidiary, CommerceFirst Bank, in a
transaction currently valued at approximately $25.4 million in
stock and cash. Sandy Spring's acquisition of CommerceFirst will
add approximately $205 million in total assets, $181 million in
gross loans, and $180 million in total deposits, before purchase
accounting adjustments. The transaction will expand Sandy Spring's
presence in Anne Arundel, Howard and Prince George's counties in
central Maryland, where CommerceFirst Bank operates 5 full service
branches.
Under the terms of the agreement, Sandy Spring will acquire all
of the shares of CommerceFirst common stock for a combination of
50% Sandy Spring common stock and 50% cash. The stock consideration
will be at a fixed exchange ratio of 0.8043 Sandy Spring shares for
each CommerceFirst share and the cash consideration will be $13.60
per share, in each case subject to possible adjustment. The
aggregate merger consideration will consist of approximately
732,000 shares of Sandy Spring common stock and $12.4 million in
cash. CommerceFirst shareholders will be permitted to elect
Sandy Spring common stock or cash, or a combination of each;
subject to proration procedures to preserve the aggregate 50% stock
and 50% cash consideration mix. The stock portion of the
consideration to CommerceFirst shareholders is intended to qualify
as a tax-free transaction. Sandy Spring expects the transaction to
be immediately accretive to its earnings per share, excluding
one-time transaction expenses.
"CommerceFirst has done an excellent job of effectively serving
small and mid-sized businesses, a prime market segment for Sandy
Spring. In particular, they are a recognized leader in local SBA
lending, and we look forward to adding these strengths to our own,"
said Daniel J. Schrider, President and CEO of Sandy Spring
Bancorp. "As a prominent Maryland-based bank, we are also very
pleased to have the opportunity to further expand our presence in
the heart of Annapolis and the surrounding area. The products
and services we can offer CommerceFirst clients and the additional
locations we will be able to offer our existing clients makes this
a winning combination for all concerned."
CommerceFirst's President and CEO, Richard J. Morgan, will join
Sandy Spring as Market President for the greater Annapolis region
and will help build upon both banks' presence in the Prince
George's County market as well. "We are thrilled to have someone of
Rick's reputation on our team to lead the newly combined market,"
said Schrider. "His business acumen and expertise in small
business lending will benefit us greatly as we grow our franchise
and gain market share."
"Sandy Spring Bancorp has a strong reputation for quality in our
industry and the community," said Milton D. Jernigan, II, Chairman
of the Board of CommerceFirst Bancorp. "We are extremely pleased to
be able to partner with the team at Sandy Spring Bank, which shares
our commitment to community banking. Combining our organizations
significantly increases the opportunities for our clients,
employees, and adds value to our shareholders."
The transaction, which has been approved by both CommerceFirst's
and Sandy Spring's board of directors, is expected to close in the
second quarter of 2012. The transaction is subject to certain
conditions, including the approval by CommerceFirst's shareholders
and customary regulatory approvals.
Robert W. Baird & Co. Incorporated acted as financial
advisor to Sandy Spring and Kilpatrick Townsend & Stockton LLP
acted as Sandy Spring's legal counsel. Scott &
Stringfellow, LLC acted as advisor to CommerceFirst and
BuckleySandler LLP acted as its legal counsel.
About Sandy Spring Bancorp, Inc. and CommerceFirst
Bancorp, Inc.
With $3.6 billion in assets, Sandy Spring Bancorp, Inc. is the
holding company for Sandy Spring Bank and its principal
subsidiaries, Sandy Spring Insurance Corporation and West Financial
Services, Inc. Sandy Spring Bancorp is the largest publicly traded
banking company headquartered and operating in Maryland. Sandy
Spring is a community banking organization that focuses its lending
and other services on businesses and consumers in the local market
area. Independent and community-oriented, Sandy Spring Bank was
founded in 1868 and offers a broad range of commercial banking,
retail banking and trust services through 43 community offices in
Anne Arundel, Carroll, Frederick, Howard, Montgomery, and Prince
George's counties in Maryland, and Arlington, Fairfax, and Loudoun
counties in Virginia. Through its subsidiaries, Sandy Spring Bank
also offers a comprehensive menu of leasing, insurance, and
investment management services. Visit www.sandyspringbank.com to
locate an ATM near you or for more information about Sandy Spring
Bank.
The Sandy Spring Bancorp, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=4138
CommerceFirst Bancorp, Inc. is the bank holding company for
CommerceFirst Bank, a Maryland chartered commercial bank
headquartered in Annapolis, Maryland. CommerceFirst Bank maintains
five banking offices in Anne Arundel, Howard and Prince George's
counties in central Maryland. CommerceFirst focuses on providing
commercial banking services to small and medium sized business in
its market areas.
The CommerceFirst Bancorp, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=11282
Forward-looking Statements
This news release contains forward-looking
statements. These forward-looking statements may include:
management plans relating to the transaction; the expected timing
of the completion of the transaction; the ability to complete the
transaction; the ability to obtain any required regulatory,
shareholder or other approvals; any statements of the plans and
objectives of management for future or past operations, products or
services, including the execution of integration plans; any
statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. Forward-looking
statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "outlook," "estimate,"
"forecast," "project" and other similar words and
expressions. 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. Neither Sandy Spring Bancorp nor CommerceFirst
Bancorp assume any duty and do not undertake to update
forward-looking statements. Because forward-looking statements
are subject to assumptions and uncertainties, actual results or
future events could differ, possibly materially, from those that
Sandy Spring Bancorp or CommerceFirst Bancorp anticipated in its
forward-looking statements and future results could differ
materially from historical performance. Factors that could cause or
contribute to such differences include, but are not limited to, the
possibility: that expected benefits may not materialize in the
timeframe expected or at all, or may be more costly to achieve;
that the transaction may not be timely completed, if at all; that
prior to the completion of the transaction or thereafter, Sandy
Spring Bancorp's and CommerceFirst Bancorp's respective businesses
may not perform as expected due to transaction-related uncertainty
or other factors; that the parties are unable to successfully
implement integration strategies; that required regulatory,
shareholder or other approvals are not obtained or other closing
conditions are not satisfied in a timely manner or at all;
reputational risks and the reaction of the companies' customers to
the transaction; diversion of management time on merger-related
issues; and those factors and risks referenced from time to time in
Sandy Spring Bancorp's and CommerceFirst Bancorp's filings with the
Securities and Exchange Commission. For any forward-looking
statements made in this press release or in any documents, Sandy
Spring Bancorp and CommerceFirst Bancorp claim the protection of
the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
Additional Information About the Merger and Where to
Find It
In connection with the proposed merger transaction, Sandy Spring
Bancorp will file with the Securities and Exchange Commission a
Registration Statement on Form S-4 that will include a Proxy
Statement of CommerceFirst Bancorp, and a Prospectus of Sandy
Spring Bancorp, as well as other relevant documents concerning the
proposed transaction. Shareholders are urged to read
the Registration Statement and the Proxy Statement/Prospectus
regarding the merger when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about Sandy Spring Bancorp and
CommerceFirst Bancorp, 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 Bancorp at
www.sandyspringbank.com under the tab "Investor Relations," within
the section "News & Media" and then under the heading
"Documents" or from CommerceFirst Bancorp by accessing
CommerceFirst Bancorp's website at www.commerce1st.com under the
tab "About Us," within the section "Investor Relations" and then
under the heading "CommerceFirst Bancorp Security and Exchange
Commission (SEC) Filings."
Sandy Spring Bancorp and CommerceFirst Bancorp and certain of
their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of CommerceFirst Bancorp in connection with the proposed merger.
Information about the directors and executive officers of Sandy
Spring Bancorp is set forth in the proxy statement for Sandy Spring
Bancorp's 2011 annual meeting of shareholders, as filed with the
SEC on a Schedule 14A on March 28, 2011. Information about the
directors and executive officers of CommerceFirst Bancorp is set
forth in the proxy statement for CommerceFirst Bancorp's 2011
annual meeting of shareholders, as filed with the SEC on a Schedule
14A on March 16, 2011. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
Proxy Statement/Prospectus regarding the proposed merger when it
becomes available. Free copies of this document may be obtained as
described in the preceding paragraph.
CONTACT: For Sandy Spring Bancorp:
Investor Contact:
Daniel J. Schrider, President & Chief Executive Officer, or
Philip J. Mantua, Executive V.P. & Chief Financial Officer
Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, Maryland 20832
1-800-399-5919
E-mail: DSchrider@sandyspringbank.com
PMantua@sandyspringbank.com
Web site: www.sandyspringbank.com
For CommerceFirst Bancorp:
Investor Contact:
Richard J. Morgan
President and Chief Executive Officer
CommerceFirst Bancorp, Inc.
1804 West Street, Suite 200
Annapolis, MD 21401
410-280-6695
Web site: www.commerce1st.com
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