Market Overview

Bank of Marin Bancorp Announces Acquisition Agreement with Bank of Napa


Acquisition Strengthens Bank of Marin's Franchise and Accelerates
Growth in the Napa Market

Bank of Marin Bancorp, "BMRC" (NASDAQ:BMRC), parent company of Bank of
Marin, "the Bank," and Bank of Napa, N.A., "Bank of Napa"
(OTCQB:BNNP), today announced that BMRC has entered into an acquisition
agreement with BNNP. Bank of Napa has two branch offices serving Napa
County, and had assets of $246.1 million, total deposits of $217.7
million, and total loans of $139.3 million as of June 30, 2017.

"This acquisition grows the Bank of Marin franchise by increasing our
presence in Napa County, expanding our team of local, experienced
bankers and adding quality commercial banking and deposit relationships,"
said Russell A. Colombo, President and Chief Executive Officer of
of Marin Bancorp and Bank of Marin.

"Post-closing, our bank will be ranked first in deposit market share
among community banks in the market."

"We are excited to be teaming up with Bank of Marin," said Tom
LeMasters, President and Chief Executive Officer of Bank of Napa. "For
our customers, it's an expanded product line and larger lending limits,
all delivered with the same high level of personal service that they
have come to expect. For our shareholders, it's the opportunity to join
one of the premier community banks in the Bay Area."

The transaction will be immediately accretive to BMRC's earnings, adding
to shareholder value. BNNP shareholders will receive a fixed exchange
ratio of 0.3070 shares of BMRC common stock for each share of BNNP
common stock outstanding. Based on BMRC's closing stock price of $65.95
on July 28, 2017, the transaction is valued at $51.0 million, or $20.25
per share of BNNP common stock. Such value will fluctuate with changes
in the stock price of BMRC. The total transaction value includes the
value of BNNP options assumed by BMRC.

The transaction is expected to close in the fourth quarter of 2017, and
upon closing the Bank will have approximately $2.4 billion in assets and
operate twenty-two branches in five counties, including San Francisco,
Marin, Sonoma, Napa and Alameda. Upon closing, BMRC will add one board
member from Bank of Napa to its board. BMRC's and BNNP's boards of
directors have approved the acquisition agreement. Additionally,
directors and executive officers of BNNP have entered into agreements
whereby they have committed to vote their shares in favor of the
transaction. The closing of the acquisition is subject to satisfaction
of customary closing conditions, including regulatory approvals and
approval of BNNP's shareholders.

Bank of Marin Bancorp received financial advisory services and a
fairness opinion from Keefe, Bruyette & Woods, A Stifel Company,
and Stuart Moore Staub served as legal counsel. Bank of Napa received
financial advisory services and a fairness opinion from Sandler O'Neill
+ Partners, L.P., and Manatt, Phelps & Phillips LLP served as legal

Conference Call / Investor Presentation

Russell A. Colombo, President and Chief Executive Officer of Bank of
Marin, and Tani Girton, Chief Financial Officer of Bank of Marin, will
review additional information regarding the transaction in a call on
Tuesday, August 1, 2017 at 10:15 AM EDT/7:15 AM PDT. An investor
presentation has also been created for this announcement, and will be
discussed on the conference call. To access a copy of the presentation
and to listen to the conference call online, investors are invited to
under "Investor Relations." To listen to the live call, please go to the
website at least 15 minutes early to register, download and install any
necessary audio software. For those who cannot listen to the live
broadcast, a replay will be available on this site shortly after the

About Bank of Marin Bancorp

Bank of Marin is a leading business and community bank in the San
Francisco Bay Area, with assets of $2.1 billion. Founded in 1989 and
headquartered in Novato, Bank of Marin is the wholly-owned subsidiary of
Bank of Marin Bancorp (NASDAQ:BMRC). With 20 retail offices in San
Francisco, Marin, Napa, Sonoma and Alameda counties, Bank of Marin
provides business and personal banking, commercial lending, and wealth
management and trust services. Specializing in providing legendary
service to its customers and investing in its local communities, Bank of
Marin was named 2016 Community Bank of the Year by Western Independent
Bankers and has consistently been ranked one of the "Top Corporate
Philanthropists" by the San Francisco Business Times and one of the
"Best Places to Work" by the North Bay Business Journal. Bank of Marin
Bancorp is included in the Russell 2000 Small-Cap Index and NASDAQ ABA
Community Bank Index and has been recognized as a Top 200 Community Bank
by US Banker Magazine for the past five years. For more information, go

About Bank of Napa

Bank of Napa was founded in 2006 as Napa Valley's only locally owned
community bank. Bank of Napa, N.A. offers a complete range of loan and
deposit products, and services to businesses and consumers in the Napa
Valley. It operates two full service offices: at the corner of Redwood
Road and Solano Avenue at 2007 Redwood Road, Suite 101; and at Second
and Seminary Streets at 1715 Second Street, in Napa CA. Bank of Napa is
a member of the FDIC. Its common stock is traded on the Over the Counter
Bulletin Board under the symbol BNNP and the Bank can be found on the
web at

Additional Information about the Acquisition and Where to Find It

In connection with the proposed acquisition, BMRC will file with the
Securities and Exchange Commission (the "SEC") a registration statement
on Form S-4 to register the shares of BMRC common stock to be issued to
the shareholders of BNNP. The registration statement will include a
proxy statement/prospectus which will be sent to the shareholders of
Bank of Napa seeking their approval of the acquisition and related
matters. In addition, BMRC may file other relevant documents concerning
the proposed acquisition with the SEC.

Shareholders of Bank of Napa are urged to read the registration
statement on Form S-4 and the proxy statement/prospectus included within
the registration statement and any other relevant documents to be filed
with the SEC in connection with the proposed acquisition because they
will contain important information about BMRC, BNNP and the proposed
transaction. Investors and shareholders may obtain free copies of these
documents through the website maintained by the SEC at
Free copies of the proxy statement/prospectus also may be obtained by
directing a request by telephone or mail to Bank of Marin Bancorp, 504
Redwood Blvd, Suite 100, Novato, CA 94947 , Attention: Investor
Relations (telephone: 415-763-4523), or by accessing Bank of Marin's
website at
under "Investor Relations." The information on Bank of Marin's website
is not, and shall not be deemed to be, a part of this release or
incorporated into other filings it makes with the SEC.

Participants in the Solicitation

BMRC and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of
BNNP in connection with the acquisition. Information about the directors
and executive officers of BMRC is set forth in the proxy statement for
BMRC's 2017 annual meeting of shareholders filed with the SEC on April
5, 2017. Additional information regarding the interests of these
participants and other persons who may be deemed participants in the
acquisition may be obtained by reading the proxy statement/prospectus
regarding the acquisition when it becomes available.

Forward-Looking Statements

Statements made in this release, other than those concerning historical
financial information, may be considered forward-looking statements,
which speak only as of the date of this release and are based on current
expectations and involve a number of assumptions. These include
statements as to the anticipated benefits of the acquisition, including
future financial and operating results, cost savings and enhanced
revenues that may be realized from the acquisition as well as other
statements of expectations regarding the acquisition and any other
statements regarding future results or expectations. Each of BMRC and
Bank of Napa intends such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995 and is including
this statement for purposes of these safe harbor provisions. The
companies' respective abilities to predict results, or the actual effect
of future plans or strategies, is inherently uncertain. Factors which
could have a material effect on the operations and future prospects of
each of BMRC and Bank of Napa and the resulting company, include but are
not limited to: (1) the businesses of BMRC and/or Bank of Napa may not
be integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected revenue synergies
and cost savings from the acquisition may not be fully realized or
realized within the expected time frame; (3) revenues following the
merger may be lower than expected; (4) customer and employee
relationships and business operations may be disrupted by the
acquisition; (5) the ability to obtain required regulatory and
shareholder approvals, and the ability to complete the acquisition on
the expected timeframe may be more difficult, time-consuming or costly
than expected; (6) changes in interest rates, general economic
conditions, legislative/regulatory changes, monetary and fiscal policies
of the U.S. government, including policies of the U.S. Treasury and the
Board of Governors of the Federal Reserve; the quality and composition
of the loan and securities portfolios; demand for loan products; deposit
flows; competition; demand for financial services in the companies'
respective market areas; their implementation of new technologies; their
ability to develop and maintain secure and reliable electronic systems;
and accounting principles, policies, and guidelines, and (7) other risk
factors detailed from time to time in filings made by BMRC with the SEC.
BMRC and Bank of Napa undertake no obligation to update or clarify these
forward-looking statements, whether as a result of new information,
future events or otherwise.

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