Bank of Marin Bancorp (NASDAQ:BMRC) Files An 8-K Entry into a Material Definitive Agreement

Bank of Marin Bancorp (NASDAQ:BMRC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry Into a Material Definitive Agreement

On July 31, 2017, Bank of Marin Bancorp (“Bancorp”) (NASDAQ: BMRC) and Bank of Napa (OTCQB: BNNP) announced that they entered into an Agreement to Merge and Plan of Reorganization, dated as of July 31, 2017 (the “Merger Agreement”), to which Bank of Napa will merge with and into Bank of Marin, the wholly owned subsidiary of Bancorp. A copy of the press release announcing the execution of the Merger Agreement is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Bancorp will be providing supplemental information regarding the proposed transaction in a conference call with analysts and investors on Tuesday, August 1, 2017 at 7:15 a.m. PT/ 10:15 a.m. ET. The investor presentation that will be discussed on the conference call is attached herein as Exhibit 99.2.

In addition, President and Chief Executive Officer, Russell A. Colombo, and Executive Vice President and Chief Financial Officer, Tani Girton will be making a presentation at the Keefe, Bruyette & Woods ("KBW") Community Bank Investor Conference on Tuesday, August 1st after the conference call. The presentation that will be made at the KBW Conference is attached herein as Exhibit 99.3.

Section 9 – Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits

(d)Exhibits.

The following exhibits are filed herewith:

99.1

Press release dated July 31, 2017.

99.2

Investor Presentation for the Conference Call.

99.3

Investor Presentation for KBW Community Bank Investor Conference.


Bank of Marin Bancorp Exhibit
EX-99.1 2 exhibit991pressrelease.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1 FOR IMMEDIATE RELEASEMEDIA CONTACT: Beth Drummey Marketing & Community Relations Manager Bank of Marin 415.763.4529 | [email protected] OF MARIN BANCORP ANNOUNCES ACQUISITION AGREEMENT WITH BANK OF NAPAACQUISITION STRENGTHENS BANK OF MARIN’S FRANCHISE AND ACCELERATES GROWTH IN THE NAPA MARKETNOVATO,…
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About Bank of Marin Bancorp (NASDAQ:BMRC)

Bank of Marin Bancorp (Bancorp) is the holding company for Bank of Marin (the Bank). The Company’s customer base is made up of business and personal banking relationships from the communities near the branch office locations. Its business banking focus is on small to medium-sized businesses, professionals and not-for-profit organizations. The Company operates through approximately 20 offices in Marin, Sonoma, San Francisco, Napa and Alameda counties, with a focus on supporting the local communities. It makes international banking services available to its customers indirectly through other financial institutions, with whom it has correspondent banking relationships. It offers a range of commercial and retail deposit and lending programs. Its lending categories include commercial real estate loans, commercial and industrial loans, construction financing, consumer loans and home equity lines of credit. It also offers Wealth Management and Trust Services (WMTS).

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