Bank Of Marin Bancorp · NASDAQ:BMRC
Bank Of Marin Bancorp — Merger or Acquisition (July 2013)
15 slides from Bank Of Marin Bancorp's merger presentation, Jul 22, 2013
Slide 1: Acquisition of NorCal Community Bancorp / Bank of Alameda
Acquisition of NorCal Community Bancorp / Bank of Alameda Investor Presentation | July 2, 2013
Slide 2: Forward Looking Statements
2 Forward Looking Statements The discussion of financial results included in this folder includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “1933 Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “1934 Ac
Slide 3: Transaction Highlights
3 Transaction Highlights • Logical extension into contiguous East Bay market − Bank of Alameda is the premier community bank in Alameda − Creates the 4th largest community bank in the San Francisco Bay Area (1) • Complementary community-focused business banking models built around strong core deposi
Slide 4: Consolidated Financials (as of 3/31/13)
4 Consolidated Financials (as of 3/31/13) Balance Sheet: ($000) Capital: Total Assets 264,691$ TCE / TA 9.96% Total Gross Loans 170,602$ Tier 1 Leverage 11.50% Total Deposits 228,669$ Total Risk-Based 18.08% Core Deposits (1) 205,762$ Asset Quality (3) : Total Common Equity 26,363$ Reserves / Gross
Slide 5: Strategic Rationale / Expanding Bay Area Presence
5 Strategic Rationale / Expanding Bay Area Presence • Provides solid foothold in the attractive East Bay market − Alameda County has a population of over 1.5 million − Population growth is projected at a healthy 4.12% from 2012-2017 compared with 3.41% for California overall • Alameda County economy
Slide 6: Alameda County Deposit Market Share
6 Alameda County Deposit Market Share # of Deposits Market Rank Institution (ST) Branches in Mkt. ($M) Share (%) 1 Wells Fargo & Co. (CA) 42 $8,701 27.76% 2 Bank of America Corp. (NC) 42 6,259 19.96 3 JPMorgan Chase & Co. (NY) 42 3,574 11.40 4 Citigroup Inc. (NY) 26 2,296 7.32 5 Fremont Bancorp. (CA
Slide 7: Transaction Overview
7 Transaction Overview Transaction Value (1): $32.7 million Price Per Share (1): $3.07 Consideration Mix (1): 51% Stock (410,566 shares) 49% Cash ($16.1 million) Structure: Fixed cash & exchange ratio within a collar (2) Termination Fee: $970,000 Walk-away Provisions: BMRC stock rising 15% or declin
Slide 8: Comparable Deal Transaction Multiples and Pro Forma Financial Impact
8 Acquisition of Comparable Deal Transaction Multiples NorCal Medians (1) Price / Tangible Book Value Per Share (2) : Price / MRQ Annualized Earnings Per Share (3) : Core Deposit Premium: Transaction Metrics 2014 Estimated Core EPS Accretion (4) : 2015 Estimated EPS Accretion: Internal Rate of Retur
Slide 9: Conclusion
9 Conclusion • Acquisition is in line with Bank of Marin’s strategic plan • Combined company results in the 4th ranked community bank by deposit market share headquartered in the Bay Area • Provides Bank of Marin with an entrance into an attractive East Bay market • Excellent financial metrics; 8% E
Slide 10: Appendix
Appendix
Slide 11: Loan and Deposit Mix
11 Other Transaction Accts. 50% NIB Deposits 38% Time Deposits <$100K 4% Time Deposits >$100K 8% Other Transaction Accts. 58% NIB Deposits 32% Time Deposits <$100K 5% Time Deposits >$100K 5% Other Transaction Accts. 49% NIB Deposits 39% Time Deposits <$100K 3% Time Deposits >$100K 9% 1-4 Family Resi
Slide 12: Merger Consideration Under Collar Scenarios
12 Dollars in thousands, except per share BMRC Price Change Parent Average Price Exchange Ratio Per Share Value of Stock Per Share Cash Consideration Blended Per Share Consideration Required Stock Amount Aggregate Stock Consideration Aggregate Cash Consideration Aggregate Merger Consideration Stock
Slide 13: Market Demographics by County
13 Market Demographics by County Total Est. Pop. Median HH Population Change (%) Income ($) Unemployment County (Millions) 2012 - 2017 2012 Rate (%) Alameda 1.53 4.12% $64,994 7.00% Contra Costa 1.07 4.58 76,520 7.00 San Francisco 0.82 5.44 65,214 5.40 Sonoma 0.49 2.51 61,962 6.50 Solano 0.42 1.57 6
Slide 14: Additional Information about the Acquisition and where to Find It
14 Additional Information about the Acquisition and where to Find It In connection with the proposed acquisition, BMRC will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the shares of BMRC common stock to be issued to the shareholders o
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