OLNEY, Md. and ANNAPOLIS, Md., Dec.
20, 2011 /PRNewswire/ -- 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.
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.
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.
SOURCE Sandy Spring Bancorp, Inc.; CommerceFirst Bancorp,
Inc.