Sandy Spring Bancorp, Inc. Announces Results of Election for CommerceFirst Bancorp, Inc. Merger Consideration
Published on Thursday, 24 May 2012 14:22 Written by TradersHuddle Staff
OLNEY, Md., May 24, 2012 (GLOBE NEWSWIRE) -- Sandy Spring Bancorp, Inc. (Nasdaq:SASR) announced today the results of elections made by shareholders of CommerceFirst Bancorp, Inc. as to the form of consideration, and allocation of merger consideration, to be received in exchange for their shares of CommerceFirst common stock resulting from the merger of CommerceFirst with and into Sandy Spring. CommerceFirst's shareholders approved the merger with Sandy Spring at CommerceFirst's special meeting held on May 18, 2012.
Under the terms of the merger agreement, 50% of the shares of CommerceFirst common stock will be converted into Sandy Spring common stock and 50% will be converted into cash. The Company's shareholders were given the option to receive either 0.8043 shares of Sandy Spring common stock or $13.60 in cash for each share of CommerceFirst common share owned, subject to proration to ensure that in the aggregate 50% of the CommerceFirst shares will be converted into Sandy Spring common stock.
Of the 1,820,548 shares of CommerceFirst Bancorp common stock outstanding, 1,218,043 shares elected to receive Sandy Spring common stock, 298,533 shares elected to receive cash, and 303,972 shares did not make a valid election.
Based on the final election results and applying the adjustment, election and allocation procedures set forth in the merger agreement, CommerceFirst stockholders who made valid elections to receive the cash consideration and CommerceFirst stockholders who failed to make a valid election will receive cash consideration for 100% of their shares subject to such election. CommerceFirst stockholders who made valid elections to receive the stock consideration will receive stock consideration for 74.73% of their shares and cash consideration for 25.27% of their shares subject to such election.
No fractional shares of Sandy Spring common stock will be issued. Instead, CommerceFirst stockholders will receive cash in lieu of fractional shares based on the average closing price of Sandy Spring common stock for the five consecutive trading days immediately preceding the closing date.
Sandy Spring currently anticipates that the merger will close on May 31, 2012, subject to satisfaction of the conditions to closing. It is anticipated that the merger consideration will be issued to CommerceFirst shareholders who sent in a properly completed election form promptly after the close of the merger. A letter of transmittal will be sent to all remaining former CommerceFirst shareholders of record after the close of the merger.
Please call Sandy Spring's transfer agent, Registrar and Transfer Company, at 1-800-368-5948 for information regarding individual allocation results.
About Sandy Spring Bancorp/Sandy Spring Bank
With $3.9 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 49 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.
The Sandy Spring Bancorp, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4138
The CommerceFirst Bancorp, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=11282
Sandy Spring Bancorp makes forward-looking statements in this news release. These forward-looking statements may include: statements of goals, intentions, earnings expectations, and other expectations; estimates of risks and of future costs and benefits; assessments of probable loan and lease losses; assessments of market risk; and statements of the ability to achieve financial and other goals.
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. Sandy Spring Bancorp does not assume any duty and does not undertake to update its 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 anticipated in its forward-looking statements and future results could differ materially from historical performance.
Sandy Spring Bancorp's forward-looking statements are subject to the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of the Company's loan or investment portfolios; changes in competitive pressures among financial institutions or from non-financial institutions; the Company's ability to retain key members of management; changes in legislation, regulations, and policies; and a variety of other matters which, by their nature, are subject to significant uncertainties. Sandy Spring Bancorp provides greater detail regarding some of these factors in its Form 10-K for the year ended December 31, 2011, including in the Risk Factors section of that report, and in its other SEC reports. Sandy Spring Bancorp's forward-looking statements may also be subject to other risks and uncertainties, including those that it may discuss elsewhere in this news release or in its filings with the SEC, accessible on the SEC's Web site at www.sec.gov.
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