Filed by Sandy Spring Bancorp, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed to be filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Sandy Spring Bancorp, Inc.
Commission File No.: 000-19065
Date: October 21, 2024
The following communication was made by Sandy Spring Bancorp, Inc.
(“SASR”) in connection with the proposed merger between SASR and Atlantic Union Bankshares Corporation (the “Merger”).
Website Communications
The following communication was posted on October 21, 2024
on the website of SASR’s subsidiary Sandy Spring Bank, in the form set forth below.
A Message from our CEO
October 21, 2024
Today, Sandy Spring Bancorp, Inc., the holding company for Sandy
Spring Bank, announced that it has entered into an agreement to merge with Atlantic Union Bank. In the latter half of 2025, Sandy Spring
Bank will become part of Atlantic Union Bank and operate under the Atlantic Union Bank name and brand.
This combination will deliver enhanced scale and capabilities for
our clients, drive shareholder value, and provide greater opportunities for our employees to grow within a larger organization. Once
the merger is complete, our collective footprint will include DC, Maryland, Virginia and North Carolina. The combined company will have
$39 billion in total assets, and our combined wealth groups will have $13 billion in assets under management.
While our name will change later next year, our values and commitment
to you remain the same. Much like us, Atlantic Union Bank has an over 100-year history, and we share a people-first approach to doing
business and serving our communities. Together, we will add value to the individuals, families and businesses we serve.
I know that you may have questions about what this news means for
you. In the weeks and months ahead, we will clearly communicate everything you need to know about this partnership, and we will share
more information to help you get to know Atlantic Union Bank.
In the meantime, you will not notice any immediate changes in the
way you bank, so please continue to bank with us as you normally do.
We are committed to making our communities a better place to live,
work and raise a family—and together we will have an even greater impact. We look forward to continuing to meet all your financial
needs.
Daniel J. Schrider
Chair, President & CEO
*****
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this communication constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act
of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended,
and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements
include, but are not limited to, statements regarding the outlook and expectations of Atlantic Union Bankshares Corporation (“AUB”)
and SASR, respectively, with respect to the proposed transaction, the strategic benefits and financial benefits of the proposed transaction,
including the expected impact of the proposed transaction on the combined company’s future financial performance (including anticipated
accretion to earnings per share, the tangible book value earn-back period and other operating and return metrics), the timing of the
closing of the proposed transaction, and the ability to successfully integrate the combined businesses. Such statements are often characterized
by the use of qualified words (and their derivatives) such as “may,” “will,” “anticipate,” “could,”
“should,” “would,” “believe,” “contemplate,” “expect,” “estimate,”
“continue,” “plan,” “project” and “intend,” as well as words of similar meaning or other
statements concerning opinions or judgment of AUB or SASR or their respective management about future events. Forward-looking statements
are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to
predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from
anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, among
others, the following:
|
· |
the occurrence of any event,
change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; |
|
· |
the failure to obtain necessary
regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the
combined company or the expected benefits of the proposed transaction) and the possibility that the proposed transaction does not
close when expected or at all because required regulatory approval, the approval by AUB’s shareholders or SASR’s stockholders,
or other approvals and the other conditions to closing are not received or satisfied on a timely basis or at all; |
|
· |
the outcome of any legal proceedings
that may be instituted against AUB or SASR; |
|
· |
the possibility that the anticipated
benefits of the proposed transaction, including anticipated cost savings and strategic gains, are not realized when expected or at
all, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange
rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business
areas in which AUB and SASR operate; |
|
· |
the possibility that the integration
of the two companies may be more difficult, time-consuming or costly than expected; |
|
· |
the impact of purchase accounting
with respect to the proposed transaction, or any change in the assumptions used regarding the assets acquired and liabilities assumed
to determine their fair value and credit marks; |
|
· |
the possibility that the proposed
transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events; |
|
· |
the diversion of management’s
attention from ongoing business operations and opportunities; |
|
· |
potential adverse reactions
of AUB’s or SASR’s customers or changes to business or employee relationships, including those resulting from the announcement
or completion of the proposed transaction; |
|
· |
a material adverse change in
the financial condition of AUB or SASR; changes in AUB’s or SASR’s share price before closing; |
|
· |
risks relating to the potential
dilutive effect of shares of AUB’s common stock to be issued in the proposed transaction; |
|
· |
general competitive, economic,
political and market conditions; |
|
· |
major catastrophes such as
earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; |
|
· |
other factors that may affect
future results of AUB or SASR, including, among others, changes in asset quality and credit risk; the inability to sustain revenue
and earnings growth; changes in interest rates; deposit flows; inflation; customer borrowing, repayment, investment and deposit practices;
the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board
and legislative and regulatory actions and reforms. |
These factors are not necessarily all of the factors that could cause
AUB’s, SASR’s or the combined company’s actual results, performance or achievements to differ materially from those
expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could
harm AUB’s, SASR’s or the combined company’s results.
Although
each of AUB and SASR believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions
within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results of AUB or SASR
will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors
that could cause results to differ materially from those described above can be found in AUB’s most recent annual report on Form 10-K
for the fiscal year ended December 31, 2023 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000883948/000088394824000030/aub-20231231x10k.htm),
quarterly reports on Form 10-Q, and other documents subsequently filed by AUB with the Securities Exchange Commission (“SEC”),
and in SASR’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2023 (and which is available
at https://www.sec.gov/ix?doc=/Archives/edgar/data/824410/000082441024000011/sasr-20231231.htm),
and its other filings with the SEC and quarterly reports on Form 10-Q, and other documents subsequently filed by SASR with the SEC.
The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to
or effects on AUB, SASR or each of their respective businesses or operations. Investors are cautioned not to rely too heavily on any
such forward-looking statements. AUB and SASR urge you to consider all of these risks, uncertainties and other factors carefully in evaluating
all such forward-looking statements made by AUB and SASR. Forward-looking statements speak only as of the date they are made and AUB
and/or SASR undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent required by applicable law.
Important Additional Information about the Transaction and Where
to Find It
In connection with the proposed transaction, AUB intends to file with
the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register the shares of AUB capital stock
to be issued in connection with the proposed transaction and that will include a joint proxy statement of AUB and SASR and a prospectus
of AUB (the “Joint Proxy Statement/Prospectus”), and each of AUB and SASR may file with the SEC other relevant documents
concerning the proposed transaction. A definitive Joint Proxy Statement/Prospectus will be sent to the shareholders of AUB and the stockholders
of SASR to seek their approval of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS, SHAREHOLDERS
OF AUB AND STOCKHOLDERS OF SASR ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION WHEN THEY BECOME 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 ABOUT AUB, SASR AND THE PROPOSED TRANSACTION AND RELATED MATTERS.
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or the solicitation of any vote or approval with respect to the proposed transaction between AUB and
SASR. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as
amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
A copy of the Registration Statement, Joint Proxy Statement/Prospectus,
as well as other filings containing information about AUB and SASR, may be obtained, free of charge, at the SEC’s website (http://www.sec.gov).
You will also be able to obtain these documents, when they are filed, free of charge, from AUB by accessing AUB’s website at https://investors.atlanticunionbank.com
or from SASR by accessing SASR’s website at https://sandyspringbancorp.q4ir.com/overview/default.aspx. Copies of the Registration
Statement on Form S-4, the Joint Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference
therein can also be obtained, without charge, by directing a request to AUB Investor Relations, 4300 Cox Road, Glen Allen, Virginia 23060,
or by calling (804) 448-0937, or to SASR by directing a request to SASR Investor Relations, SASR, 17801 Georgia Avenue, Olney, Maryland
20832 or by calling (301) 774-8455. The information on AUB’s or SASR’s respective websites is not, and shall not be deemed
to be, a part of this communication or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation
AUB,
SASR and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation
of proxies from the shareholders of AUB and stockholders of SASR in connection with the proposed transaction. Information about the interests
of the directors and executive officers of AUB and SASR and other persons who may be deemed to be participants in the solicitation of
shareholders of AUB and stockholders of SASR in connection with the proposed transaction and a description of their direct and indirect
interests, by security holdings or otherwise, will be included in the Joint Proxy Statement/Prospectus related to the proposed transaction,
which will be filed with the SEC. Information about the directors and executive officers of AUB and their ownership of AUB common stock
is also set forth in the definitive proxy statement for AUB’s 2024 Annual Meeting of Shareholders, as filed with the SEC on Schedule
14A on March 26, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000883948/000155837024003888/aub-20240507xdef14a.htm).
Information about the directors and executive officers of AUB, their ownership of AUB common stock, and AUB’s transactions with
related persons is set forth in the sections entitled “Directors, Executive Officers and Corporate Governance,” “Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related
Transactions, and Director Independence” included in AUB’s annual report on Form 10-K for the fiscal year ended December 31,
2023, which was filed with the SEC on February 22, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000883948/000088394824000030/aub-20231231x10k.htm),
and in the sections entitled “Corporate Governance,” “Executive Officers” and “Stock Ownership of Directors,
Executive Officers and Certain Beneficial Owners” included in AUB’s definitive proxy statement in connection with its 2024
Annual Meeting of Stockholders, as filed with the SEC on March 26, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000883948/000155837024003888/aub-20240507xdef14a.htm).
To the extent holdings of AUB’s common stock by the directors and executive officers of AUB’s have changed from the amounts
of AUB’s common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of SASR and their ownership of
SASR common stock can also be found in SASR’s definitive proxy statement in connection with its 2024 Annual Meeting of Stockholders,
as filed with the SEC on April 10, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/824410/000119312524091479/d784978ddef14a.htm)
and other documents subsequently filed by SASR with the SEC. Information about the directors and executive officers of SASR, their ownership
of SASR common stock, and SASR’s transactions with related persons is set forth in the sections entitled “Directors, Executive
Officers and Corporate Governance,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters,” and “Certain Relationships and Related Transactions, and Director Independence” included in SASR’s
annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 20, 2024
(and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/824410/000082441024000011/sasr-20231231.htm),
and in the sections entitled “Corporate Governance,” “Transactions with Related Persons” and “Stock Ownership
Information” included in SASR’s definitive proxy statement in connection with its 2024 Annual Meeting of Stockholders, as
filed with the SEC on April 10, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/824410/000119312524091479/d784978ddef14a.htm).
To the extent holdings of SASR common stock by the directors and executive officers of SASR have changed from the amounts of SASR common
stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.
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