A Gain of over 130%

Bank of Marin Bancorp, "BMRC" (BMRC), parent company of Bank of Marin, “the Bank,” and Bank of Napa, N.A., “Bank of Napa” (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 Bank 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.