OLNEY, Md., June 1 /PRNewswire-FirstCall/ -- Sandy Spring Bancorp, Inc.
(Nasdaq: SASR) announced today the completion of its acquisition of CN
Bancorp, Inc. (OTC Bulletin Board: CNBE) and its subsidiary, County National
Bank, of Glen Burnie, Maryland, effective at 11:59 p.m. on May 31, 2007.
Completion of the transaction followed the necessary vote by CNBE shareholders
at the special shareholders' meeting on May 21, 2007, as well as approval of
the relevant bank regulatory agencies and satisfaction or waiver of all other
conditions to closing.
(Logo: http://www.newscom.com/cgi-bin/prnh/20010424/SSPRINGLOGO-a )
Concurrent with the merger, County National Bank becomes a newly-formed
division of Sandy Spring Bank and will be led by Jan W. Clark as President of
the County National Division. He had served as Chairman and Chief Executive
Officer of CN Bancorp prior to the completion of the merger. John G. Warner
also will continue employment as a senior officer with the Division.
"The Anne Arundel County market south of Baltimore is a highly attractive
portion of the corridor between Baltimore and Washington, and this combination
is a logical opportunity to expand our existing presence there," said Hunter
R. Hollar, President and Chief Executive Officer of Sandy Spring Bancorp.
"The County National network with offices in Glen Burnie, Pasadena, Odenton
and Millersville will augment Sandy Spring's four locations in Anne Arundel'sAnnapolis area to create a stronger delivery infrastructure along the major
transportation route between Baltimore and Annapolis. We should be able to
capitalize effectively on the strong local-market name and recognition of
County National, especially since we are retaining its brand and operating the
organization as a division of Sandy Spring Bank."
"This new Division consists of a good group of people who have operated in
a high-touch culture similar to ours. They have attracted a solid base of
depositors who can now look forward to receiving deeper resources, a wider
variety of products available via more locations, and the same high-quality
service," said Hollar.
Under the terms of the merger agreement, shareholders of CN Bancorp were
entitled to receive either cash in the amount of $25.00, without interest, for
each share of CN Bancorp stock they held, or 0.6657 shares of Sandy Spring
Bancorp common stock for each such share, subject to the election and
allocation procedures in the merger agreement, which provided that Sandy
Spring Bancorp pay cash for a minimum of 40% and a maximum of 50% of the
outstanding shares of CN Bancorp common stock and issue shares of Sandy Spring
Bancorp common stock in exchange for a minimum of 50% and a maximum of 60% of
the outstanding shares on CN Bancorp common stock. CN Bancorp shareholders
were permitted to elect to receive cash for their CN Bancorp common stock,
subject to proration procedures to preserve the aggregate stock and cash
consideration mix. No election was necessary for those who preferred to
receive Sandy Spring Bancorp common stock.
As of the election deadline date, holders of approximately 32.0% of CN
Bancorp shares had made valid elections to receive cash, which is less than
the 40% minimum. After applying the allocation procedures in the merger
agreement, shareholders electing to receive cash are entitled to receive cash
in exchange for their CN Bancorp shares for which a valid election was made.
Shareholders of CN Bancorp who made no election, will be entitled to receive
Sandy Spring common stock in exchange for approximately 88.2% of such shares
of CN Bancorp common stock (and cash in lieu of fractional shares) and cash in
the amount of $25.00 per share, without interest, for approximately 11.8% of
such shares of CN Bancorp common stock.
With $3.1 billion in assets, Sandy Spring Bancorp is the holding company
for Sandy Spring Bank and its principal subsidiaries, Sandy Spring Insurance
Corporation, The Equipment Leasing Company and West Financial Services, Inc.Sandy Spring Bancorp is the second largest publicly traded banking company
headquartered in Maryland. Sandy Spring is a community banking organization
that focuses its lending and other services on businesses and consumers in the
local market area. Independent and community-oriented, Sandy Spring Bank was
founded in 1868 and offers a broad range of commercial banking, retail banking
and trust services through 42 community offices in Anne Arundel, Carroll,
Frederick, Howard, Montgomery, and Prince George's counties in Maryland, and
in Fairfax and Loudoun counties in Virginia. Through its subsidiaries, Sandy
Spring Bank also offers a comprehensive menu of leasing, insurance and
investment management services. Visit www.sandyspringbank.com to locate an ATM
near you or for more information about Sandy Spring Bank.
Forward-Looking Statements: Sandy Spring Bancorp makes forward-looking
statements in this News Release that are subject to risks and uncertainties.
These forward-looking statements include: statements of goals, intentions,
earnings expectations, and other expectations; estimates of risks and of
future costs and benefits; assessments of probable loan and lease losses;
assessments of market risk; and statements of the ability to achieve financial
and other goals. These forward-looking statements are subject to significant
uncertainties because they are based upon or are affected by: management's
estimates and projections of future interest rates, market behavior, and other
economic conditions; future laws and regulations; the ability to successfully
integrate acquired operations and maintain customer relationships; and a
variety of other matters which, by their nature, are subject to significant
uncertainties. Because of these uncertainties, Sandy Spring Bancorp's actual
future results may differ materially from those indicated. In addition, the
Company's past results of operations do not necessarily indicate its future
SOURCE Sandy Spring Bancorp, Inc.