Sandy Spring Bancorp, Inc. (NASDAQ: SASR, “Sandy Spring”), the
parent company of Sandy Spring Bank, announced that it has received
the requisite regulatory approvals from the Board of Governors of
the Federal Reserve System and the Maryland Office of the
Commissioner of Financial Regulation to complete the merger of
Revere Bank (OTCQX: REVB, “Revere”) into Sandy Spring Bank.
A special meeting of shareholders of Sandy Spring has been
called for February 11, 2020, at 2:00 p.m. at Sandy Spring
headquarters located at 17801 Georgia Avenue, Olney, MD 20832, to
approve the issuance of common stock in connection with the merger.
The Revere Bank special meeting to consider the approval of the
merger agreement will be held on the same day at Revere’s corporate
headquarters located at 2101 Gaither Road, Suite 600, Rockville,
Maryland 20850, at 1:00 p.m. The transaction is expected to close
at the end of the first quarter of 2020, subject to the receipt of
all required shareholder approvals and the satisfaction of other
customary closing conditions.
About Sandy Spring Bancorp, Inc. Sandy Spring
Bancorp, Inc., headquartered in Olney, Maryland, is the holding
company for Sandy Spring Bank, a premier community bank in the
Greater Washington, D.C. region. With over 50 locations, the
bank offers a broad range of commercial and retail
banking, mortgage, private banking,
and trust services throughout Maryland, Northern
Virginia, and Washington, D.C. Through its subsidiaries, Sandy
Spring Insurance Corporation and West Financial Services,
Inc., Sandy Spring Bank also offers a comprehensive menu
of insurance and wealth management services.
About Revere BankRevere Bank is a
Maryland-state chartered bank that commenced operations in November
2007. The Bank is headquartered in Rockville and has 11 branches
located in the suburban Maryland counties of Anne Arundel,
Baltimore, Frederick, Howard, Montgomery, and Prince George’s. The
Bank is a community-based, full-service commercial bank that
emphasizes the banking needs of community-based businesses,
professional entities, and individuals. Further information on
Revere Bank can be obtained by visiting its website at
www.reverebank.com.
Forward-Looking StatementsThis communication
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 with respect to
the financial condition, results of operations, plans, objectives,
future performance and business of Sandy Spring and Revere.
Forward-looking statements, which may be based upon beliefs,
expectations and assumptions of Sandy Spring’s and Revere’s
management and on information currently available to management,
are generally identifiable by the use of words such as “believe,”
“expect,” “anticipate,” “plan,” “intend,” “outlook,” “estimate,”
“forecast,” “project,” “may,” “will,” “would,” “could,” “should” or
other similar words and expressions. These 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, and neither Sandy Spring
nor Revere undertakes any obligation to update any statement in
light of new information or future events.
In addition to factors previously disclosed in Sandy Spring’s
reports filed with the U.S. Securities and Exchange Commission (the
“SEC”), the following factors among others, could cause actual
results to differ materially from those in its forward-looking
statements: (i) the possibility that any of the anticipated
benefits of the proposed transaction between Sandy Spring and
Revere will not be realized or will not be realized within the
expected time period; (ii) the risk that integration of
operations of Revere with those of Sandy Spring will be materially
delayed or will be more costly or difficult than expected;
(iii) the inability to complete the proposed transaction due
to the failure to obtain the required shareholder approvals;
(iv) the failure to satisfy other conditions to completion of
the proposed transaction, including conditions set forth in any
previously obtained regulatory approvals; (v) the failure of
the proposed transaction to close for any other reason;
(vi) the effect of the announcement of the transaction on
customer relationships and operating results; (vii) the
possibility that the transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; (viii) general economic conditions and trends, either
nationally or locally; (ix) conditions in the securities
markets; (x) changes in interest rates; (xi) changes in
deposit flows, and in the demand for deposit, loan, and investment
products and other financial services; (xii) changes in real
estate values; (xiii) changes in the quality or composition of
Sandy Spring’s or Revere’s loan or investment portfolios;
(xiv) changes in competitive pressures among financial
institutions or from non-financial institutions; (xv) the
ability to retain key members of management; and (xvi) changes
in legislation, regulations, and policies.
Additional Information About the
Acquisition and Where to Find ItIn connection with the
proposed merger, Sandy Spring has filed with the SEC a Registration
Statement on Form S-4 that includes a Joint Proxy Statement of
Sandy Spring and Revere, and a Prospectus of Sandy Spring, as well
as other relevant documents concerning the proposed merger. The
Registration Statement on Form S-4 was declared effective on
December 30, 2019 and the definitive Joint Proxy
Statement/Prospectus was mailed to shareholders of Sandy Spring and
Revere on or about January 6, 2020. Shareholders are urged to
read the Joint Proxy Statement/Prospectus regarding the proposed
merger and any other relevant documents filed with the SEC, as well
as any amendments or supplements to those documents, because they
contain important information about Sandy Spring, Revere and the
proposed merger.
A free copy of the Joint Proxy
Statement/Prospectus, as well as other filings containing
information about Sandy Spring, may be obtained at the SEC’s
Internet site (http://www.sec.gov). You may also obtain the Joint
Proxy Statement/Prospectus, free of charge, from Sandy Spring at
www.sandyspringbank.com under the tab “Investor Relations,” and
then under the heading “SEC Filings.” Alternatively, this
document can be obtained free of charge from Sandy Spring upon
written request to Sandy Spring Bancorp, Inc., Corporate Secretary,
17801 Georgia Avenue, Olney, Maryland 20832 or by calling (800)
399-5919 or to Revere Bank, Corporate Secretary, 2101 Gaither Road,
6th Floor, Rockville, Maryland or by calling (240) 264-5346.
Participants in the SolicitationSandy Spring
and Revere and certain of their directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the shareholders of Sandy Spring and Revere in connection with
the proposed merger. Information about the directors and executive
officers of Sandy Spring is set forth in the proxy statement for
Sandy Spring’s 2019 annual meeting of shareholders, as filed with
the SEC on a Schedule 14A on March 13, 2019. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the proposed merger may
be obtained by reading the Joint Proxy Statement/Prospectus. Free
copies of this document may be obtained as described in the
preceding paragraph.
For additional information or questions, please
contact:Daniel J. Schrider, President & Chief
Executive Officer, orPhilip J. Mantua, E.V.P. & Chief Financial
OfficerSandy Spring Bancorp, Inc.17801 Georgia AvenueOlney,
Maryland 208321-800-399-5919
Email: |
DSchrider@sandyspringbank.com |
|
PMantua@sandyspringbank.com |
Website: |
www.sandyspringbank.com |
Media ContactSam PriceVice President,
MarketingSandy Spring
Bank301.260.3614sprice@sandyspringbank.com
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