OLNEY, Md., May 16, 2017 (GLOBE NEWSWIRE) -- Sandy Spring Bancorp, Inc. (Nasdaq:SASR), the parent company of Sandy Spring Bank, and WashingtonFirst Bankshares, Inc. (Nasdaq:WFBI), the parent company of WashingtonFirst Bank, jointly announced today they have entered into a definitive agreement for Sandy Spring to acquire the Virginia-based WashingtonFirst to create one of the premier banks in the Greater Washington, D.C. region.
With combined assets of approximately $7.5 billion, the acquisition creates the largest, locally-headquartered community bank and brings together two well-known financial services brands that focus on providing remarkable client experiences, building lasting relationships and helping people and businesses reach their financial goals. While Sandy Spring Bank has served clients from Maryland, Virginia and Washington, D.C. since its inception nearly 150 years ago, the acquisition will significantly expand access for clients to the bank’s expertise and services, particularly in Northern Virginia. Upon closing, Sandy Spring Bank will merge WashingtonFirst Bank into Sandy Spring Bank. WashingtonFirst’s Chairman, Joseph Searcy Bracewell; President and CEO, Shaza L. Andersen; and two other directors will join Sandy Spring’s board.
“Following our record earnings announcement, this expansion and the combination of two strong local banks will create a premier bank that will better serve clients across the Greater Washington D.C. region and preserve the tradition of true community banking,” said Sandy Spring President and CEO, Daniel J. Schrider, who will continue to serve in this role. “Our mix of products and services are complementary, our cultures are aligned, and we share a commitment to providing the best possible service to our clients over a lifetime. Together, we look forward to serving more than 60,000 individuals and families, and nearly 30,000 local businesses, helping to create jobs and fuel the regional economy.”
In addition to serving clients through online and mobile banking, Sandy Spring operates 44 community banking offices and six financial centers in Maryland, Northern Virginia and Washington, D.C. It has more than $5.2 billion in assets (as of 3/31/17). WashingtonFirst, headquartered in Reston, Va., has 19 community banking offices and more than $2.1 billion in assets (as of 3/31/17).
“We are excited to become a part of Sandy Spring,” said Andersen, WashingtonFirst President and CEO. “Sandy Spring Bank offers a comprehensive set of products and services well beyond what most community banks offer – from mortgages and commercial loans to insurance, trust and wealth management services. We share an impressive history of investing in our local communities, as well as a deep dedication to providing superior client service to individuals and businesses right here in the region.”
Under the terms of the agreement, WashingtonFirst shareholders are expected to receive 0.8713 shares of Sandy Spring common stock for each share owned of WashingtonFirst common stock, subject to adjustment if Sandy Spring’s average stock price during a specified measurement period prior to closing is more than $50.15 or less than $37.07 per share. The transaction, which is expected to close in the fourth quarter, has a value of $489 million in the aggregate, based on Sandy Spring’s closing price of $41.89 on May 12, 2017. Upon closing, Sandy Spring shareholders will own approximately 67.8% of the combined company and WashingtonFirst’s shareholders will own approximately 32.2% of the combined company.
The transaction has been unanimously approved by the Board of Directors of each company and is subject to shareholder and regulatory approval and other customary closing conditions.
Clients of Sandy Spring Bank and WashingtonFirst Bank will not notice any immediate changes, and both banks will continue to conduct business as usual. At a later date, WashingtonFirst Bank’s branding will change to Sandy Spring Bank, with the full conversion of systems expected to occur in early 2018.
The Kafafian Group, Inc. served as financial advisor to Sandy Spring and Sandler O’Neill & Partners, L.P. provided a fairness opinion. Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor to WashingtonFirst. Kilpatrick Townsend & Stockton LLP provided legal counsel to Sandy Spring and Troutman Sanders LLP provided legal counsel to WashingtonFirst.
About Sandy Spring Bancorp, Inc./Sandy Spring Bank
Sandy Spring Bancorp, Inc., headquartered in Olney, Maryland, is the holding company for Sandy Spring Bank. Independent and community-oriented, Sandy Spring Bank offers a broad range of commercial banking, retail banking, mortgage and trust services throughout central Maryland, Northern Virginia, and the greater Washington, D.C. market. 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. With $5.2 billion in assets, the bank operates 44 community offices and six financial centers across the region. Visit www.sandyspringbank.com for more information.
About WashingtonFirst Bankshares, Inc.
WashingtonFirst Bankshares, Inc., headquartered in Reston, Virginia, is the holding company for WashingtonFirst Bank, which operates 19 full-service banking offices throughout the Washington, D.C. metropolitan area. In addition, the Company provides wealth management services through its subsidiary, 1st Portfolio Wealth Advisors, and mortgage banking services through the Bank's subsidiary, WashingtonFirst Mortgage Corporation. The Company's common stock is traded on the NASDAQ Stock Market under the quotation symbol "WFBI" and is included in the ABA NASDAQ Community Bank Index and the Russell 2000® index. For more information about the Company, please visit: www.wfbi.com.
