Sandy Spring Bancorp Receives Regulatory Approval for Acquisition of CommerceFirst Bancorp
March 21 2012 - 10:40AM
Sandy Spring Bancorp, Inc. (Nasdaq:SASR) today announced that it
has received final regulatory approvals for its previously
announced acquisition of CommerceFirst Bancorp, Inc. (Nasdaq:CMFB)
and its wholly-owned subsidiary, CommerceFirst Bank. Closing of the
transaction, which remains subject to approval by the shareholders
of CommerceFirst Bancorp and the satisfaction of customary closing
conditions, is expected to occur in the second quarter of 2012.
About Sandy Spring Bancorp, Inc. and CommerceFirst
Bancorp, Inc.
With $3.7 billion in assets, Sandy Spring Bancorp 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 insurance and investment
management services. Visit www.sandyspringbank.com to locate an ATM
near you or for more information about Sandy Spring Bank.
With over $207 million in assets, as of December 31, 2011,
CommerceFirst Bancorp 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 Bank emphasizes providing
commercial banking services to sole proprietorships, small and
medium-sized businesses, partnerships, corporations, non-profit
organizations and associations in and near CommerceFirst Bank's
primary service areas. Additionally, limited retail banking
services are offered by CommerceFirst Bank to accommodate the
personal needs of commercial customers as well as members of the
communities CommerceFirst Bank serves. Visit www.commerce1st.com
for more information about CommerceFirst Bank.
The Sandy Spring Bancorp, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=4138
Forward-looking Statements
This news release contains forward-looking statements within the
meaning of federal securities laws. These forward-looking
statements may include, but are not limited to: 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 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; and 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 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
U.S. Securities and Exchange Commission (SEC). 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, Sandy Spring Bancorp has
filed with the SEC a Registration Statement on Form S-4 that
includes 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 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 the
merger.
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 are also 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 respective 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/Prospectus. 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 directors and executive officers and other persons who may
be deemed participants in the transaction may be obtained by
reading the Proxy Statement/Prospectus regarding the proposed
merger. Free copies of this document may be obtained as described
in the preceding paragraph.
CONTACT: 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
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