Return to Mergers & Acquisitions

Deal Overview

Buyer:
Sandy Spring Bancorp, Inc.
Actual Acquirer:
Sandy Spring Bank
Target:
Potomac Bank of Virginia
Deal Type:
Bank & Thrift Company
Agreement Date:
10/10/2006
Announcement Date:
10/10/2006
Announced Deal Value ($ M):
66.02
Status:
Completed
Completion Date:
2/15/2007
Announced Deal Value Per Share ($ )
22.24

Consideration Breakout
Cash ($M) 32.4
Common Stock ($M) 32.4
Common Stock Issued 886,989

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 257.1 243.5
Price / Tangible Book (%) 257.1 243.5
Price / Earnings (x) 41.2 35.8
Price / Deposits (%) 34.38 32.71
Price / Assets (%) 26.68 25.45
Tangible Book Premium/ Deposits (%) 28.52 26.53
Deal Terms
Description of Consideration

Sandy Spring Bancorp Inc. paid $21.75 in cash or exchanged 0.6143 share of its common stock for each share of Potomac Bank of Virginia, subject to 50% of consideration being paid in cash.

Accounting Method Purchase
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 40,300
Estimated Cost Savings (%) 25.00
Estimated Cost Savings ($ 000) 1,702
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 2,520
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.61
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 5,100
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Robert W. Baird & Co.
Seller Yes Danielson Associates LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Dickstein Shapiro LLP
Seller Yes Kennedy Sutherland LLP