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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 adjustments).

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.