Market Overview

Bank of Marin Bancorp Announces Completion of Acquisition of Bank of Napa


Bank of Marin Bancorp (NASDAQ:BMRC), the parent company of Bank of
Marin, today announced the completion of its acquisition of Bank of
Napa, N.A. (OTCQB:BNNP), effective the opening of business on November
21, 2017. The acquisition was approved by Bank of Napa's shareholders at
a special meeting of shareholders held on November 7, 2017.

Under terms of the agreement, each share of Bank of Napa common stock
was converted into the right to receive 0.3070 shares of Bank of Marin
Bancorp common stock. The value of the total deal consideration was
approximately $53.2 million, which includes the value of Bank of Napa
options assumed by Bank of Marin Bancorp.

"We are pleased to complete our acquisition of Bank of Napa and welcome
their customers, employees and shareholders to Bank of Marin," said
Russell A. Colombo, President and Chief Executive Officer. "With our
combined strength, we will be able to provide customers a superior
banking experience by offering a broader selection of financial products
and services and larger borrowing capacity. We are excited about
capturing the synergies we project from this acquisition and
capitalizing on our larger market presence in Napa to accelerate the
growth of the Company and enhance the value of our franchise."

With the addition of Bank of Napa, on a pro forma combined basis, Bank
of Marin Bancorp would have total assets of $2.4 billion, total loans
outstanding of $1.7 billion and total deposits of $2.1 billion as of
September 30, 2017 (unaudited and excluding purchase accounting

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 Sheppard, Mullin, Richter & Hampton LLP served as
legal counsel.

About Bank of Marin Bancorp

Bank of Marin is a leading business and community bank in the San
Francisco Bay Area, with assets of $2.4 billion. Founded in 1989 and
headquartered in Novato, Bank of Marin is the wholly-owned subsidiary of
Bank of Marin Bancorp (NASDAQ:BMRC). With 23 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

Forward-Looking Statements

This release may contain certain forward-looking statements that are
based on management's current expectations regarding economic,
legislative, and regulatory issues that may impact Bank of Marin
Bancorp's earnings in future periods. Forward- looking statements can be
identified by the fact that they do not relate strictly to historical or
current facts. They often include the words "believe," "expect,"
"intend," "estimate" or words of similar meaning, or future or
conditional verbs such as "will," "would," "should," "could" or "may."
Factors that could cause future results to vary materially from current
management expectations include, but are not limited to, difficulties
integrating Bank of Napa into Bank of Marin, general economic
conditions, economic uncertainty in the United States and abroad,
changes in interest rates, deposit flows, real estate values, costs or
effects of future acquisitions, competition, changes in accounting
principles, policies or guidelines, legislation or regulation, and other
economic, competitive, governmental, regulatory and technological
factors (including external fraud and cyber-security threats) affecting
Bank of Marin Bancorp's operations, pricing, products and services.
These and other important factors are detailed in various securities law
filings made periodically by Bank of Marin Bancorp, copies of which are
available from Bank of Marin Bancorp without charge. Bank of Marin
Bancorp undertakes no obligation to release publicly the result of any
revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date of this press release or
to reflect the occurrence of unanticipated events.

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