Bank of Marin Bancorp (NasdaqCM:BMRC) signed a merger agreement to acquire American River Bankshares (NasdaqGS : AMRB) from Dimensional Fund Advisors L.P., Manulife Financial Corporation (TSX:MFC) and others for approximately $140 million on April 16, 2021. AMRB shareholders will receive a fixed exchange ratio of 0.575 shares of BMRC common stock for each share of AMRB common stock outstanding. The total transaction value includes the value of AMRB options being paid in cash by BMRC. American River Bankshares will merge with and into Marin Bancorp, with Marin Bancorp surviving, followed immediately thereafter by the merger of American River Bank, a California state-chartered bank and wholly-owned subsidiary of the Company, with and into Bank of Marin, a California corporation and wholly-owned subsidiary of Marin Bancorp, with Bank of Marin surviving. American River Bankshares pays a termination fee of $5.38 million to Marin Bancorp. Upon closing, BMRC will add two board members from AMRB to its board.

The closing of the acquisition is subject to effectiveness of the registration statement for the Marin Bancorp common stock to be issued as consideration in the merger, receipt by each party of a tax opinion to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, satisfaction of customary closing conditions, including regulatory approvals and approval of BMRC and AMRB shareholders. BMRC's and AMRB's boards of directors have unanimously approved the acquisition agreement. The special meeting of shareholders of Bank of Marin Bancorp and American River Bankshares will be held on July 28, 2021 to approve the transaction. As of July 28, 2021, BMRC and AMRB shareholders approved the transaction. As of August 5, 2021, the transaction has been approved by all applicable regulatory agencies. The transaction is expected to close in the third quarter of 2021. As of August 5, 2021, the merger is expected to close on August 6, 2021. The transaction will be immediately accretive to BMRC's earnings, adding to shareholder value.

Jeff Wishner and Ashwin Kakani of Keefe, Bruyette & Woods acted as financial advisor and fairness opinion provider to Bank of Marin Bancorp. BMRC agreed to pay a cash fee of $250,000 to KBW with the rendering of KBW's opinion. In addition, BMRC will pay to KBW a cash fee of $1,000,000 upon the closing of the merger. Kenneth E. Moore of Stuart Moore Staub acted as legal advisor to Bank of Marin Bancorp. Piper Sandler & Co acted as financial advisor and fairness opinion provider to American River Bankshares. At the time of announcement of the merger, Piper Sandler's fee was approximately $2.1 million. Piper Sandler also received a $175,000 fee from AMRB upon rendering its opinion. Gordon Bava and Craig Miller of Manatt, Phelps & Phillips LLP acted as legal advisor to American River Bankshares. Steven B. Stokdyk of Latham & Watkins LLP acted as lead legal advisor to Keefe, Bruyette & Woods, Inc. Computershare, Inc. served as transfer agent to American River Bankshares. AMRB has engaged Georgeson to assist in the solicitation of proxies for the special meeting. AMRB estimates that it will pay Georgeson a fee of approximately $14,000. BMRC has engaged Morrow Sodali to assist in the solicitation of proxies for the special meeting. BMRC estimates that it will pay Morrow Sodali a fee of approximately $30,000.

Bank of Marin Bancorp (NasdaqCM:BMRC) completed the acquisition of American River Bankshares (NasdaqGS : AMRB) from Dimensional Fund Advisors L.P., Manulife Financial Corporation (TSX:MFC) and others on August 6, 2021. Under the agreement, two new directors Charles D. Fite and Nicolas Anderson added to the Boards of Directors of BMRC.