SANDY SPRING BANCORP, INC. (NASDAQ:SASR) Files An 8-K Regulation FD Disclosure

SANDY SPRING BANCORP, INC. (NASDAQ:SASR) Files An 8-K Regulation FD Disclosure

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Item 7.01 Regulation FD Disclosure.

On May 16, 2017, Sandy Spring Bancorp, Inc. (Sandy Spring)
released a presentation to investors about the Transaction (as
defined below). The presentation is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by

The preceding information, as well as Exhibit 99.1 referenced
therein, shall not be deemed filed for purposes of Section18 of
the Securities and Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that Section, or
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On May 16, 2017, Sandy Spring and WashingtonFirst Bankshares,
Inc. (WashingtonFirst) issued a joint press release announcing
that Sandy Spring and WashingtonFirst have entered into a
definitive agreement and plan of merger to which WashingtonFirst
will merge with and into Sandy Spring (the Transaction). The
joint press release is attached to this Current Report on Form
8-K as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and

(d) Exhibits.
Exhibit No. Description
99.1 Investor Presentation, dated May 16, 2017
99.2 Joint Press Release issued by Sandy Spring and
WashingtonFirst on May 16, 2017

Forward-looking Statements

This report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
with respect to the financial condition, results of operations,
plans, objectives, future performance and business of Sandy
Spring and WashingtonFirst. Forward-looking statements, which may
be based upon beliefs, expectations and assumptions of Sandy
Springs and WashingtonFirsts management and on information
currently available to management, are generally identifiable by
the use of words such as believe, expect, anticipate, plan,
intend, outlook, estimate, forecast, project, may, will, would,
could, should or other similar words and expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made, and neither
Sandy Spring nor WashingtonFirst undertakes any obligation to
update any statement in light of new information or future
events. Annualized, pro forma, projected and estimated numbers
are used for illustrative purpose only, are not forecasts and may
not reflect actual results.

In addition to factors previously disclosed in Sandy Springs and
WashingtonFirsts reports filed with the U.S. Securities and
Exchange Commission (the SEC), the following factors among
others, could cause actual results to differ materially from
those in its forward-looking statements: (i) the possibility that
any of the anticipated benefits of the proposed transaction
between Sandy Spring and WashingtonFirst will not be realized or
will not be realized within the expected time period; (ii) the
risk that integration of operations of WashingtonFirst with those
of Sandy Spring will be materially delayed or will be more costly
or difficult than expected; (iii) the inability to complete the
proposed transaction due to the failure of required stockholder
approvals; (iv) the failure to satisfy other conditions to
completion of the proposed transaction, including receipt of
required regulatory and other approvals; (v) the failure of the
proposed transaction to close for any other reason; (vi) the
effect of the announcement of the transaction on customer
relationships and operating results; (vii) the possibility that
the transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or
events; (viii) general economic conditions and trends, either
nationally or locally; (ix) conditions in the securities markets;
(x) changes in interest rates; (xi) changes in deposit flows, and
in the demand for deposit, loan, and investment products and
other financial services; (xii) changes in real estate values;
(xiii) changes in the quality or composition of Sandy Springs or
WashingtonFirsts loan or investment portfolios; (xiv) changes in
competitive pressures among financial institutions or from
non-financial institutions; (xv) the ability to retain key
members of management; and (xvi) changes in legislation,
regulations, and policies.

Additional Information About the Acquisition and
Where to Find It

In connection with the proposed merger transaction, Sandy Spring
will file with the Securities and Exchange Commission a
Registration Statement on Form S-4 that will include a Joint
Proxy Statement of Sandy Spring and WashingtonFirst, and a
Prospectus of Sandy Spring, as well as other relevant documents
concerning the proposed transaction. Shareholders are urged to
read the Registration Statement and the Joint Proxy
Statement/Prospectus regarding the merger when it becomes
available and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because
they will contain important information about Sandy Spring,
WashingtonFirst and the proposed merger.

A free copy of the Joint Proxy Statement/Prospectus, as well as
other filings containing information about Sandy Spring and
WashingtonFirst, may be obtained at the SECs Internet site
( You will also be able to obtain these
documents, free of charge, from Sandy Spring at under the tab Investor Relations, and
then under the heading SEC Filings or from WashingtonFirst by
accessing WashingtonFirsts website at under the tab
Investor Relations, and then selecting SEC Filings under the
heading Documents and Filings. Alternatively, these documents,
when available, can be obtained free of charge from Sandy Spring
upon written request to Sandy Spring Bancorp, Inc., Corporate
Secretary, 17801 Georgia Avenue, Olney, Maryland 20832 or by
calling (800) 399-5919, or from WashingtonFirst, upon written
request to WashingtonFirst Bankshares, Inc., Corporate Secretary,
11921 Freedom Drive, Suite 250, Reston, Virginia 20190 or by
calling (703) 840-2410.

Participants in the Solicitation

Sandy Spring and WashingtonFirst and certain of their directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Sandy Spring and
WashingtonFirst in connection with the proposed merger.
Information about the directors and executive officers of Sandy
Spring is set forth in the proxy statement for Sandy Springs 2017
annual meeting of shareholders, as filed with the SEC on a
Schedule 14A on March 22, 2017. Information about the directors
and executive officers of WashingtonFirst is set forth in the
proxy statement for WashingtonFirsts 2017 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on March
14, 2017. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Joint Proxy
Statement/Prospectus regarding the proposed merger when it
becomes available. Free copies of this document may be obtained
as described in the preceding paragraph.


Sandy Spring Bancorp, Inc. is the bank holding company for Sandy Spring Bank (the Bank). The Company operates through three business segments Community Banking, Insurance and Investment Management. Its Community Banking segment operates through Sandy Spring Bank and involves delivering a range of financial products and services, including various loan and deposit products to both individuals and businesses. The Insurance segment operates through Sandy Spring Insurance Corporation, a subsidiary of the Bank, and offers annuities as an alternative to traditional deposit accounts. The Investment Management segment operates through West Financial Services, Inc., a subsidiary of the Bank, which provides investment management and financial planning services. Its product portfolio includes loan and lease products, deposit activities, treasury activities and borrowing activities. The Bank operates over 45 community offices located in Central Maryland, Northern Virginia, and Washington D.C.


SANDY SPRING BANCORP, INC. (NASDAQ:SASR) closed its last trading session up +0.83 at 42.72 with 52,576 shares trading hands.

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