Atlantic Union Bankshares Corporation (“Atlantic Union”) (NYSE:
AUB) and Sandy Spring Bancorp, Inc. (“Sandy Spring”) (NASDAQ: SASR)
jointly announced today the receipt of regulatory approvals from
the Federal Reserve Bank of Richmond, acting on delegated authority
from the Board of Governors of the Federal Reserve System, to
complete the previously announced merger of Sandy Spring with and
into Atlantic Union in an all-stock transaction. Immediately
following such merger, Sandy Spring Bank, Sandy Spring’s wholly
owned subsidiary bank, will merge with and into Atlantic Union
Bank, Atlantic Union’s wholly owned subsidiary bank. The mergers
remain subject to the approval of the Virginia Bureau of Financial
Institutions, the Maryland Office of Financial Regulation, the
shareholders of Atlantic Union and the stockholders of Sandy
Spring, as well as other customary closing conditions. The special
meetings of Atlantic Union’s shareholders and Sandy Spring’s
stockholders are scheduled to be held on Wednesday, February 5,
2025.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20250113107628/en/
About Atlantic Union Bankshares Corporation
Headquartered in Richmond, Virginia, Atlantic Union Bankshares
Corporation (NYSE: AUB) is the holding company for Atlantic Union
Bank. Atlantic Union Bank has 129 branches and 148 ATMs located
throughout Virginia and in portions of Maryland and North Carolina
as of December 31, 2024. Certain non-bank financial services
affiliates of Atlantic Union Bank include: Atlantic Union Equipment
Finance, Inc., which provides equipment financing; Atlantic Union
Financial Consultants, LLC, which provides brokerage services; and
Union Insurance Group, LLC, which offers various lines of insurance
products.
About Sandy Spring Bancorp, Inc.
Sandy Spring Bancorp, Inc., headquartered in Olney, Maryland, is
the holding company for Sandy Spring Bank, a premier community bank
in the Greater Washington, D.C. region. With over 50 locations, the
bank offers a broad range of commercial and retail banking,
mortgage, private banking, and trust services throughout Maryland,
Virginia, and Washington, D.C. Through its subsidiaries, Rembert
Pendleton Jackson and West Financial Services, Inc., Sandy Spring
Bank also offers a comprehensive menu of wealth management
services.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Rule 175 promulgated
thereunder, and Section 21E of the Securities Exchange Act of 1934,
as amended, and Rule 3b-6 promulgated thereunder, which statements
involve inherent risks and uncertainties. Examples of
forward-looking statements include, but are not limited to,
statements regarding the outlook and expectations of Atlantic Union
and Sandy Spring, respectively, with respect to the proposed
transaction, the strategic benefits and financial benefits of the
proposed transaction, including the expected impact of the proposed
transaction on the combined company’s future financial performance
(including anticipated accretion to earnings per share, the
tangible book value earn-back period and other operating and return
metrics), the timing of the closing of the proposed transaction,
and the ability to successfully integrate the combined businesses.
Such statements are often characterized by the use of qualified
words (and their derivatives) such as “may,” “will,” “anticipate,”
“could,” “should,” “would,” “believe,” “contemplate,” “expect,”
“estimate,” “continue,” “plan,” “project” and “intend,” as well as
words of similar meaning or other statements concerning opinions or
judgment of Atlantic Union or Sandy Spring or their respective
management about future events. Forward-looking statements are
based on assumptions as of the time they are made and are subject
to risks, uncertainties and other factors that are difficult to
predict with regard to timing, extent, likelihood and degree of
occurrence, which could cause actual results to differ materially
from anticipated results expressed or implied by such
forward-looking statements. Such risks, uncertainties and
assumptions, include, among others, the following:
- the occurrence of any event, change or other circumstances that
could give rise to the right of one or both of the parties to
terminate the merger agreement;
- the failure to obtain the remaining necessary regulatory
approvals (and the risk that such approvals may result in the
imposition of conditions that could adversely affect the combined
company or the expected benefits of the proposed transaction) and
the possibility that the proposed transaction does not close when
expected or at all because required regulatory approval, the
approval by Atlantic Union’s shareholders or Sandy Spring’s
stockholders, or other approvals and the other conditions to
closing are not received or satisfied on a timely basis or at
all;
- the outcome of any legal proceedings that may be instituted
against Atlantic Union or Sandy Spring;
- the possibility that the anticipated benefits of the proposed
transaction, including anticipated cost savings and strategic
gains, are not realized when expected or at all, including as a
result of changes in, or problems arising from, general economic
and market conditions, interest and exchange rates, monetary
policy, laws and regulations and their enforcement, and the degree
of competition in the geographic and business areas in which
Atlantic Union and Sandy Spring operate;
- the possibility that the integration of the two companies may
be more difficult, time-consuming or costly than expected;
- the impact of purchase accounting with respect to the proposed
transaction, or any change in the assumptions used regarding the
assets acquired and liabilities assumed to determine their fair
value and credit marks;
- the possibility that the proposed transaction may be more
expensive or take longer to complete than anticipated, including as
a result of unexpected factors or events;
- the diversion of management’s attention from ongoing business
operations and opportunities;
- potential adverse reactions of Atlantic Union’s or Sandy
Spring’s customers or changes to business or employee
relationships, including those resulting from the announcement or
completion of the proposed transaction;
- a material adverse change in the financial condition of
Atlantic Union or Sandy Spring; changes in Atlantic Union’s or
Sandy Spring’s share price before closing;
- risks relating to the potential dilutive effect of shares of
Atlantic Union’s common stock to be issued in the proposed
transaction;
- general competitive, economic, political and market
conditions;
- major catastrophes such as earthquakes, floods or other natural
or human disasters, including infectious disease outbreaks;
- other factors that may affect future results of Atlantic Union
or Sandy Spring, including, among others, changes in asset quality
and credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates; deposit flows; inflation;
customer borrowing, repayment, investment and deposit practices;
the impact, extent and timing of technological changes; capital
management activities; and other actions of the Federal Reserve
Board and legislative and regulatory actions and reforms.
These factors are not necessarily all of the factors that could
cause Atlantic Union’s, Sandy Spring’s or the combined company’s
actual results, performance or achievements to differ materially
from those expressed in or implied by any of the forward-looking
statements. Other factors, including unknown or unpredictable
factors, also could harm Atlantic Union’s, Sandy Spring’s or the
combined company’s results.
Although each of Atlantic Union and Sandy Spring believes that
its expectations with respect to forward-looking statements are
based upon reasonable assumptions within the bounds of its existing
knowledge of its business and operations, there can be no assurance
that actual results of Atlantic Union or Sandy Spring will not
differ materially from any projected future results expressed or
implied by such forward-looking statements. Additional factors that
could cause results to differ materially from those described above
can be found in (i) Atlantic Union’s most recent annual report on
Form 10-K for the fiscal year ended December 31, 2023 (and which is
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000883948/000088394824000030/aub-20231231x10k.htm),
quarterly reports on Form 10-Q, Current Reports on Form 8-K and
other documents subsequently filed by Atlantic Union with the
Securities Exchange Commission (“SEC”), (ii) in Sandy Spring’s most
recent annual report on Form 10-K for the fiscal year ended
December 31, 2023 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/824410/000082441024000011/sasr-20231231.htm),
and its other filings with the SEC and quarterly reports on Form
10-Q, Current Reports on Form 8-K and other documents subsequently
filed by Sandy Spring with the SEC and (iii) the definitive joint
proxy statement/prospectus related to the proposed transaction,
which were filed by Atlantic Union and Sandy Spring with the SEC on
December 17, 2024 (and which are available at
https://www.sec.gov/Archives/edgar/data/883948/000110465924129289/tm2428626-7_424b3.htm
and
https://www.sec.gov/Archives/edgar/data/824410/000110465924129292/tm2428626-8_defm14a.htm,
respectively).
The actual results anticipated may not be realized or, even if
substantially realized, they may not have the expected consequences
to or effects on Atlantic Union, Sandy Spring or each of their
respective businesses or operations. Investors are cautioned not to
rely too heavily on any such forward-looking statements. Atlantic
Union and Sandy Spring urge you to consider all of these risks,
uncertainties and other factors carefully in evaluating all such
forward-looking statements made by Atlantic Union and Sandy Spring.
Forward-looking statements speak only as of the date they are made
and Atlantic Union and/or Sandy Spring undertake no obligation to
update or clarify these forward-looking statements, whether as a
result of new information, future events or otherwise, except to
the extent required by applicable law. All forward-looking
statements attributable to Atlantic Union, Sandy Spring, the
combined company, or persons acting on Atlantic Union or Sandy
Spring’s behalf, are expressly qualified in their entirety by the
cautionary statements set forth above.
Important Additional Information about the Transaction and
Where to Find It
This press release does not constitute an offer to buy or sell,
or the solicitation of an offer to buy or sell, any securities or a
solicitation of any vote or approval. In connection with the
proposed transaction, Atlantic Union filed with the SEC a
Registration Statement on Form S-4 on November 21, 2024 (the
“Registration Statement”), as amended on December 13, 2024 (and
which is available at
https://www.sec.gov/Archives/edgar/data/883948/000110465924128354/tm2428626-4_s4a.htm),
to register the shares of Atlantic Union capital stock to be issued
in connection with the proposed transaction. The Registration
Statement includes a joint proxy statement of Atlantic Union and
Sandy Spring and also includes a prospectus of Atlantic Union. The
Registration Statement was declared effective by the SEC on
December 17, 2024. Atlantic Union filed a definitive joint proxy
statement/prospectus on December 17, 2024 (and which is available
at
https://www.sec.gov/Archives/edgar/data/883948/000110465924129289/tm2428626-7_424b3.htm),
and it was first mailed to Atlantic Union shareholders on December
18, 2024. Sandy Spring filed a definitive joint proxy
statement/prospectus on December 17, 2024 (and which is available
at
https://www.sec.gov/Archives/edgar/data/824410/000110465924129292/tm2428626-8_defm14a.htm),
and it was first mailed to Sandy Spring stockholders on December
18, 2024.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS,
SHAREHOLDERS OF ATLANTIC UNION AND STOCKHOLDERS OF SANDY SPRING ARE
URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, AS AMENDED,
WHICH IS AVAILABLE AT
HTTPS://WWW.SEC.GOV/ARCHIVES/EDGAR/DATA/883948/000110465924128354/TM2428626-4_S4A.HTM
AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, WHICH IS
AVAILABLE AT
HTTPS://WWW.SEC.GOV/ARCHIVES/EDGAR/DATA/883948/000110465924129289/TM2428626-7_424B3.HTM,
AS WELL AS ANY OTHER RELEVANT AMENDMENTS THERETO, DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY
REFERENCE INTO THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING ATLANTIC
UNION, SANDY SPRING, THE TRANSACTION AND RELATED MATTERS REGARDING
THE PROPOSED TRANSACTION 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
ATLANTIC UNION, SANDY SPRING AND THE PROPOSED TRANSACTION AND
RELATED MATTERS.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or the solicitation
of any vote or approval with respect to the proposed transaction
between Atlantic Union and Sandy Spring. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended, and no
offer to sell or solicitation of an offer to buy shall be made in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
A copy of the Registration Statement, the definitive joint proxy
statement/prospectus, as well as other filings containing
information about Atlantic Union and Sandy Spring, may be obtained,
free of charge, at the SEC’s website (http://www.sec.gov). You are
also able to obtain these documents, free of charge, from Atlantic
Union by accessing Atlantic Union’s website at
https://investors.atlanticunionbank.com or from Sandy Spring by
accessing Sandy Spring’s website at
https://sandyspringbancorp.q4ir.com/overview/default.aspx. Copies
of the Registration Statement, the definitive joint proxy
statement/prospectus and the filings with the SEC that are
incorporated by reference therein can also be obtained, without
charge, by directing a request to Atlantic Union Investor
Relations, 4300 Cox Road, Glen Allen, Virginia 23060, or by calling
(804) 448-0937, or to Sandy Spring by directing a request to Sandy
Spring Investor Relations, 17801 Georgia Avenue, Olney, Maryland
20832 or by calling (301) 774-8455. The information on Atlantic
Union’s or Sandy Spring’s respective websites is not, and shall not
be deemed to be, a part of this communication or incorporated into
other filings either company makes with the SEC.
Participants in the Solicitation
Atlantic Union, Sandy Spring and certain of their respective
directors, executive officers and employees may be deemed to be
participants in the solicitation of proxies from the shareholders
of Atlantic Union and stockholders of Sandy Spring in connection
with the proposed transaction.
Information about the interests of the directors and executive
officers of Atlantic Union and Sandy Spring and other persons who
may be deemed to be participants in the solicitation of
shareholders of Atlantic Union and stockholders of Sandy Spring in
connection with the proposed transaction and a description of their
direct and indirect interests, by security holdings or otherwise,
is included in the definitive joint proxy statement/prospectus
related to the proposed transaction, which were filed by Atlantic
Union and Sandy Spring with the SEC on December 17, 2024 (and which
are available at
https://www.sec.gov/Archives/edgar/data/883948/000110465924129289/tm2428626-7_424b3.htm
and
https://www.sec.gov/Archives/edgar/data/824410/000110465924129292/tm2428626-8_defm14a.htm,
respectively).
Information about the directors and executive officers of
Atlantic Union and their ownership of Atlantic Union common stock
is also set forth in the definitive proxy statement for Atlantic
Union’s 2024 Annual Meeting of Shareholders, as filed with the SEC
on Schedule 14A on March 26, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000883948/000155837024003888/aub-20240507xdef14a.htm).
Information about the directors and executive officers of Atlantic
Union, their ownership of Atlantic Union common stock, and Atlantic
Union’s transactions with related persons is set forth in the
sections entitled “Directors, Executive Officers and Corporate
Governance,” “Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters,” and “Certain
Relationships and Related Transactions, and Director Independence”
included in Atlantic Union’s annual report on Form 10-K for the
fiscal year ended December 31, 2023, which was filed with the SEC
on February 22, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000883948/000088394824000030/aub-20231231x10k.htm),
and in the sections entitled “Corporate Governance,” “Executive
Officers” and “Stock Ownership of Directors, Executive Officers and
Certain Beneficial Owners” included in Atlantic Union’s definitive
proxy statement in connection with its 2024 Annual Meeting of
Shareholders, as filed with the SEC on March 26, 2024 (and which is
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000883948/000155837024003888/aub-20240507xdef14a.htm).
To the extent holdings of Atlantic Union’s common stock by the
directors and executive officers of Atlantic Union have changed
from the amounts of Atlantic Union’s common stock held by such
persons as reflected therein, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC.
Information about the directors and executive officers of Sandy
Spring and their ownership of Sandy Spring common stock can also be
found in Sandy Spring’s definitive proxy statement in connection
with its 2024 Annual Meeting of Stockholders, as filed with the SEC
on April 10, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/824410/000119312524091479/d784978ddef14a.htm)
and other documents subsequently filed by Sandy Spring with the
SEC. Information about the directors and executive officers of
Sandy Spring, their ownership of Sandy Spring common stock, and
Sandy Spring’s transactions with related persons is set forth in
the sections entitled “Directors, Executive Officers and Corporate
Governance,” “Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters,” and “Certain
Relationships and Related Transactions, and Director Independence”
included in Sandy Spring’s annual report on Form 10-K for the
fiscal year ended December 31, 2023, which was filed with the SEC
on February 20, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/824410/000082441024000011/sasr-20231231.htm),
and in the sections entitled “Corporate Governance,” “Transactions
with Related Persons” and “Stock Ownership Information” included in
Sandy Spring’s definitive proxy statement in connection with its
2024 Annual Meeting of Stockholders, as filed with the SEC on April
10, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/824410/000119312524091479/d784978ddef14a.htm).
To the extent holdings of Sandy Spring common stock by the
directors and executive officers of Sandy Spring have changed from
the amounts of Sandy Spring common stock held by such persons as
reflected therein, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Free copies of these documents may be obtained as described in the
preceding paragraph.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250113107628/en/
Bill Cimino (804) 448-0937, SVP and Director of Investor
Relations of Atlantic Union Jennifer Schell (301) 570-8331,
Division Executive, Marketing & Corporate Communications for
Sandy Spring Bank
Atlantic Union Bankshares (NYSE:AUB)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
Atlantic Union Bankshares (NYSE:AUB)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025
