WASHINGTONFIRST BANKSHARES, INC. (NASDAQ:WFBI) Files An 8-K Other Events

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WASHINGTONFIRST BANKSHARES, INC. (NASDAQ:WFBI) Files An 8-K Other Events

Item 8.01 Other Events.

On May 16, 2017, WashingtonFirst Bankshares, Inc.
(WashingtonFirst) and Sandy Spring Bancorp, Inc. (Sandy Spring)
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 joint press release is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1
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
(http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from Sandy Spring at
www.sandyspringbank.com under the tab Investor Relations, and
then under the heading SEC Filings or from WashingtonFirst by
accessing WashingtonFirsts website at www.wfbi.com 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.


About WASHINGTONFIRST BANKSHARES, INC. (NASDAQ:WFBI)

WashingtonFirst Bankshares, Inc. is a bank holding company. The Company, through its subsidiary, WashingtonFirst Bank (the Bank), operates approximately 20 banking offices throughout the Washington, District of Columbia (D.C.) metropolitan area. The Company’s segments include traditional commercial banking, a mortgage banking business and a wealth management business. The commercial banking segment provides the mortgage banking segment with the short-term funds needed to originate mortgage loans through a warehouse line of credit and charges the mortgage banking segment interest based on a premium over their cost to borrow funds. In addition, the Company provides wealth management services through its subsidiary, 1st Portfolio, Inc. (Wealth Advisors), located in Fairfax, Virginia, and mortgage banking services through the Bank’s subsidiary, WashingtonFirst Mortgage, which operates in two locations: Fairfax, Virginia and Rockville, Maryland.

WASHINGTONFIRST BANKSHARES, INC. (NASDAQ:WFBI) Recent Trading Information

WASHINGTONFIRST BANKSHARES, INC. (NASDAQ:WFBI) closed its last trading session up +5.73 at 34.57 with 23,955 shares trading hands.