Item
8.01 Other Events
On
June 28, 2021, American River Bankshares, a California corporation (the “Company” or “AMRB”) filed with
the Securities and Exchange Commission (“SEC”) a definitive proxy statement (the “Definitive Proxy Statement”),
with respect to the special meeting of shareholders of the Company to be held on July 28, 2021 in connection with the Company’s
proposed merger (the “Merger”) with Bank of Marin Bancorp, a California corporation (“Marin Bancorp” or
“BMRC”), upon the terms and subject to the conditions set forth in the Agreement to Merge and Plan of Reorganization,
dated April 16, 2021, by and between the Company and Marin Bancorp.
Important
information concerning the special meeting and the proposed Merger is set forth in the Definitive Proxy Statement. The Definitive
Proxy Statement is amended and supplemented by, and should be read as part of, and in conjunction with, the information set forth
in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal
necessity or materiality under applicable laws of the disclosures set forth herein.
1. The
disclosure under the heading “Joint Proposal 1 - The Merger — Opinion of AMRB’s Financial Advisor— Comparable
Company Analyses” is hereby amended by deleting the table of company names in the middle of page 51 (the AMRB Peer Group)
of the joint proxy statement/prospectus and replacing it with the following:
Financials
as of December 31, 2020
|
|
|
|
|
|
Market
Data (as of 04/15/2021)
|
|
|
LTM
Profitability
|
|
|
Balance
Sheet Ratios
|
|
|
|
|
|
|
|
Price
/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tang.
|
|
|
1
Yr
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
Mkt
|
Book
|
LTM
|
Div.
|
Price
|
|
|
Eff.
|
|
|
|
|
|
TCE/
|
Loan/
|
|
NPAs/
|
|
|
|
|
|
Assets
|
Cap
|
Value
|
EPS
|
Yield
|
∆
|
|
|
Ratio
|
NIM
|
ROAA
|
ROAE
|
|
|
TA
|
Dpts
|
|
Assets
|
Company
Name
|
City,
St
|
Ticker
|
|
|
($M)
|
($M)
|
(%)
|
(x)
|
(%)
|
(%)
|
|
|
(%)
|
(%)
|
(%)
|
(%)
|
|
|
(%)
|
(%)
|
|
(%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Publicly-Traded
California Banks with Total Assets $0.60 to $1.25 Billion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suncrest
Bank
|
Visalia,
CA
|
SBKK
|
|
|
1,246
|
155
|
122
|
12.0
|
0.0
|
61.4
|
|
|
50
|
3.69
|
1.10
|
8.2
|
|
|
10.6
|
79
|
|
0.33
|
Valley
Republic Bancorp
|
Bakersfield,
CA
|
VLLX
|
|
|
1,236
|
130
|
136
|
9.3
|
0.0
|
87.5
|
|
|
48
|
3.13
|
1.12
|
14.5
|
|
|
7.7
|
78
|
|
0.35
|
Plumas
Bancorp
|
Reno,
NV
|
PLBC
|
|
|
1,112
|
148
|
149
|
10.3
|
2.0
|
68.0
|
|
|
50
|
4.02
|
1.43
|
15.5
|
|
|
9.0
|
73
|
|
0.35
|
United
Security Bancshares
|
Fresno,
CA
|
UBFO
|
|
|
1,093
|
133
|
118
|
14.8
|
5.6
|
29.4
|
|
|
58
|
3.39
|
0.86
|
7.5
|
|
|
10.4
|
69
|
|
1.56
|
Community
West Bancshares
|
Goleta,
CA
|
CWBC
|
|
|
975
|
110
|
125
|
13.4
|
1.9
|
117.6
|
|
|
68
|
3.89
|
0.85
|
9.7
|
|
|
9.0
|
112
|
|
0.76
|
American
Riviera Bank
|
Santa
Barbara, CA
|
ARBV
|
|
|
972
|
94
|
121
|
13.0
|
0.0
|
56.2
|
|
|
65
|
3.97
|
0.86
|
9.2
|
|
|
8.2
|
83
|
|
0.35
|
Communities
First Financial Corporation
|
Fresno,
CA
|
CFST
|
|
|
871
|
127
|
181
|
10.9
|
0.0
|
99.8
|
|
|
45
|
3.92
|
1.60
|
19.3
|
|
|
7.9
|
85
|
|
0.24
|
Summit
State Bank
|
Santa
Rosa, CA
|
SSBI
|
|
|
866
|
99
|
142
|
9.4
|
2.9
|
112.5
|
|
|
52
|
3.91
|
1.33
|
14.7
|
|
|
8.1
|
104
|
|
0.28
|
1st
Capital Bancorp
|
Salinas,
CA
|
FISB
|
|
|
833
|
75
|
101
|
16.7
|
0.0
|
37.9
|
|
|
68
|
3.62
|
0.63
|
6.3
|
|
|
8.9
|
81
|
|
0.15
|
US
Metro Bank1
|
Garden
Grove, CA
|
USMT
|
|
|
767
|
53
|
88
|
12.0
|
0.0
|
32.7
|
|
|
56
|
3.32
|
0.81
|
7.6
|
|
|
11.4
|
89
|
|
0.25
|
Bank
of San Francisco
|
San
Francisco, CA
|
BSFO
|
|
|
674
|
51
|
113
|
10.9
|
0.0
|
21.8
|
|
|
51
|
3.42
|
0.85
|
10.8
|
|
|
6.8
|
102
|
|
0.33
|
Bay
Community Bancorp
|
Oakland,
CA
|
CBOB.A
|
|
|
634
|
61
|
100
|
12.7
|
0.0
|
43.1
|
|
|
59
|
3.65
|
0.84
|
8.3
|
|
|
7.6
|
92
|
|
0.04
|
Pinnacle
Bank
|
Gilroy,
CA
|
PBNK
|
|
|
618
|
68
|
115
|
17.5
|
0.0
|
59.4
|
|
|
67
|
3.84
|
0.71
|
7.1
|
|
|
9.4
|
88
|
|
0.01
|
Pacific
Enterprise Bancorp
|
Irvine,
CA
|
PEBN
|
|
|
604
|
58
|
103
|
18.9
|
0.0
|
50.0
|
|
|
73
|
4.10
|
0.51
|
5.2
|
|
|
9.4
|
118
|
|
0.00
|
1)
US Metro Bank financial data shown bank-level
Note:
Institutions are not pro forma for pending / recently completed M&A and / or capital raises that occurred after period end;
Excludes merger targets
Source:
S&P Global Market Intelligence
2. The
disclosure under the heading “Joint Proposal 1 – The Merger — Opinion of AMRB’s Financial Advisor —
Comparable Company Analyses” is hereby amended by deleting the table of company names at the top of page 52 (BMRC Peer Group)
of the joint proxy statement/prospectus and replacing it with the following:
Financials
as of December 31, 2020
|
|
|
|
|
|
Market
Data (as of 04/15/2021)
|
|
|
LTM
Profitability
|
|
|
Balance
Sheet Ratios
|
|
|
|
|
|
|
|
Price
/
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tang.
|
|
Est.
|
|
1
Yr
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
Mkt
|
Book
|
LTM
|
2021
|
Div.
|
Price
|
|
|
Eff.
|
|
|
|
|
|
TCE/
|
Loan/
|
Cost
of
|
NIBD/
|
|
NPAs/
|
|
|
|
|
|
Assets
|
Cap
|
Value
|
EPS
|
EPS
|
Yield
|
∆
|
|
|
Ratio
|
NIM
|
ROAA
|
ROAE
|
|
|
TA
|
Dpts
|
Funds
|
Deposits
|
|
Assets
|
Company
Name
|
City,
St
|
Ticker
|
|
|
($M)
|
($M)
|
(%)
|
(x)
|
(x)
|
(%)
|
(%)
|
|
|
(%)
|
(%)
|
(%)
|
(%)
|
|
|
(%)
|
(%)
|
(%)
|
(%)
|
|
(%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Western
Region Exchange-Traded Banks with Total Assets $2.0 - $8.0 Billion, Cost of Funds Less than 0.25%, and NIBD / Total Deposits
Greater than 30%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TriCo
Bancshares
|
Chico,
CA
|
TCBK
|
|
|
7,640
|
1,394
|
203
|
21.7
|
15.6
|
2.1
|
60.0
|
|
|
56
|
3.96
|
0.91
|
7.2
|
|
|
9.3
|
73
|
0.10
|
40
|
|
0.44
|
Westamerica
Bancorporation
|
San
Rafael, CA
|
WABC
|
|
|
6,748
|
1,715
|
238
|
20.6
|
21.9
|
2.6
|
8.6
|
|
|
47
|
2.91
|
1.30
|
11.3
|
|
|
10.9
|
22
|
0.03
|
48
|
|
0.11
|
Heritage
Financial Corporation
|
Olympia,
WA
|
HFWA
|
|
|
6,615
|
1,014
|
179
|
21.9
|
17.3
|
2.8
|
52.4
|
|
|
62
|
3.60
|
0.74
|
5.8
|
|
|
8.9
|
80
|
0.16
|
35
|
|
1.46
|
Central
Pacific Financial Corp.
|
Honolulu,
HI
|
CPF
|
|
|
6,595
|
771
|
141
|
20.7
|
15.8
|
3.4
|
88.9
|
|
|
61
|
3.30
|
0.58
|
6.9
|
|
|
8.3
|
86
|
0.16
|
31
|
|
0.21
|
Heritage
Commerce Corp
|
San
Jose, CA
|
HTBK
|
|
|
4,634
|
721
|
183
|
20.4
|
18.7
|
4.3
|
68.5
|
|
|
55
|
3.50
|
0.80
|
6.1
|
|
|
8.8
|
67
|
0.19
|
42
|
|
0.17
|
Sierra
Bancorp
|
Porterville,
CA
|
BSRR
|
|
|
3,221
|
414
|
132
|
11.6
|
10.5
|
3.1
|
64.6
|
|
|
57
|
3.95
|
1.22
|
10.8
|
|
|
9.8
|
94
|
0.13
|
36
|
|
0.62
|
Central
Valley Community Bancorp
|
Fresno,
CA
|
CVCY
|
|
|
2,004
|
244
|
128
|
12.0
|
11.8
|
2.3
|
60.3
|
|
|
64
|
3.87
|
1.11
|
8.9
|
|
|
9.8
|
64
|
0.07
|
48
|
|
0.56
|
Note:
Institutions are not pro forma for pending / recently completed M&A and / or capital raises that occurred after period end;
Excludes merger targets
Source:
S&P Global Market Intelligence
3. The
disclosure under the heading “Joint Proposal 1 – The Merger —Opinion of AMRB’s Financial Advisor —Analysis
of Precedent Transactions” is hereby amended by deleting the table of Acquiror and Target names at the top of page 53 (the
Precedent Transactions group) of the joint proxy statement/prospectus and replacing it with the following:
|
|
|
Transaction
Information
|
|
Seller
Financial Information
|
|
|
|
Consideration
|
|
Price/
|
Core
|
1-Day
|
|
|
|
|
|
|
|
|
|
|
Deal
|
Cash/
|
|
LTM
|
Tang.
|
Deposit
|
Market
|
|
Total
|
Total
|
TCE/
|
LTM
|
LTM
|
NPAs/
|
|
|
Annc.
|
Value
|
Stock
Mix
|
|
EPS
|
Book
|
Prem.
|
Prem.
|
|
Assets
|
Equity
|
TA
|
ROAA
|
ROAE
|
Assets
|
Acquiror
|
Target
|
Date
|
($M)
|
(%)
|
|
(x)
|
(%)
|
(%)
|
(%)
|
|
($M)
|
($M)
|
(%)
|
(%)
|
(%)
|
(%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nationwide
Bank Transactions Since March 1, 2020 with Target Assets $0.60B - $1.25B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Yards Bancorp, Inc. (KY)
|
Kentucky
Bancshares, Inc. (KY)
|
01-27-21
|
191.3
|
15%
/ 85%
|
|
16.3
|
171
|
9.5
|
68.8
|
|
1,201
|
125
|
9.4
|
1.00
|
9.7
|
0.51
|
BancorpSouth
Bank (MS)
|
FNS
Bancshares, Inc. (AL)
|
01-13-21
|
108.4
|
17%
/ 83%
|
|
19.4
|
154
|
6.5
|
35.1
|
|
786
|
81
|
9.1
|
0.78
|
7.0
|
0.80
|
BancorpSouth
Bank (MS)
|
National
United Bancshares, Inc. (TX)
|
12-02-20
|
114.7
|
29%
/ 71%
|
|
15.8
|
156
|
6.8
|
—
|
|
749
|
75
|
10.0
|
1.10
|
10.5
|
1.17
|
Virginia
National Bankshares Corporation (VA)
|
Fauquier
Bankshares, Inc. (VA)
|
10-01-20
|
62.2
|
0%
/ 100%
|
|
10.1
|
85
|
(1.4)
|
8.1
|
|
840
|
72
|
8.6
|
0.79
|
8.8
|
1.31
|
First
Mid Bancshares, Inc. (IL)
|
LINCO
Bancshares, Inc. (MO)
|
09-28-20
|
144.9
|
80%
/ 20%
|
|
21.0
|
107
|
1.4
|
—
|
|
1,184
|
169
|
12.8
|
0.89
|
5.9
|
1.17
|
Blue
Ridge Bankshares, Inc. (VA)
|
Bay
Banks of Virginia, Inc. (VA)
|
08-13-20
|
97.3
|
0%
/ 100%
|
|
17.9
|
81
|
(2.8)
|
21.4
|
|
1,238
|
120
|
9.6
|
(0.37)
|
(3.4)
|
1.38
|
Source:
S&P Global Market Intelligence; as of April 15, 2021
4. The
disclosure under the heading “Joint Proposal 1 - The Merger — Opinion of AMRB’s Financial Advisor — Net
Present Value Analyses” is hereby supplemented by adding the following to the first paragraph thereunder as a new third
sentence following the number 150% at the bottom of page 53 of the joint proxy statement/prospectus:
Piper
Sandler selected these price to earnings and tangible book value multiples based on Piper Sandler’s review of, among other
matters, the trading multiples of selected companies that Piper Sandler deemed to be comparable to AMRB.
5. The
disclosure under the heading “Joint Proposal 1 - The Merger — Opinion of AMRB’s Financial Advisor — Net
Present Value Analyses” is hereby supplemented by adding the following table after the Earnings Per Share Multiples chart
(Annual Estimate Variance) in the middle of page 54 of the joint proxy statement/prospectus:
The
following table describes the discount rate calculation for AMRB common stock prepared by Piper Sandler. In its normal course
of business, Piper Sandler employs the Duff & Phelps Cost of Capital Navigator in determining an appropriate discount rate
in which the discount rate equals the sum of the risk free rate, the equity risk premium, the size premium and the industry premium.
Risk
Free Rate
|
1.56
|
%
|
Per
Duff & Phelps Normalized Rate
|
|
|
|
|
Equity Risk
Premium
|
7.15
|
%
|
Per Duff &
Phelps Cost of Capital Navigator
|
|
|
|
|
Size Premium
|
3.16
|
%
|
Per Duff &
Phelps Cost of Capital Navigator
|
|
|
|
|
Industry
Premium
|
1.29
|
%
|
Per
Duff & Phelps Cost of Capital Navigator
|
|
|
|
|
Discount
Rate
|
13.16
|
%
|
|
6. The
disclosure under the heading “Joint Proposal 1 - The Merger — Opinion of AMRB’s Financial Advisor — Net
Present Value Analyses” is hereby supplemented by adding the following to the last full paragraph at the bottom of page
54 of the joint proxy statement/prospectus as a new third sentence following the number 225%:
Piper
Sandler selected these price to earnings and tangible book value multiples based on Piper Sandler’s review of, among other
matters, the trading multiples of selected companies that Piper Sandler deemed to be comparable to BMRC.
7. The
disclosure under the heading “Joint Proposal 1 - The Merger — Opinion of AMRB’s Financial Advisor — Net
Present Value Analyses” is hereby supplemented by adding the following table after the Earnings Per Share Multiples chart
(Annual Estimate Variance) at the bottom of page 55 of the joint proxy statement/prospectus:
The
following table describes the discount rate calculation for BMRC common stock prepared by Piper Sandler. In its normal course
of business, Piper Sandler employs the Duff & Phelps Cost of Capital Navigator and Bloomberg in determining an appropriate
discount rate in which the discount rate equals the risk free rate plus the product of the 2-year beta for BMRC common stock and
the equity risk premium, plus the size premium.
Risk
Free Rate
|
1.56
|
%
|
Per
Duff & Phelps Normalized Rate
|
|
|
|
|
2 Year Beta of Stock
|
114.2
|
%
|
Bloomberg
|
|
|
|
|
Equity Risk Premium
|
7.15
|
%
|
Per Duff &
Phelps Cost of Capital Navigator
|
|
|
|
|
Size Premium
|
1.42
|
%
|
Per
Duff & Phelps Cost of Capital Navigator
|
|
|
|
|
Discount
Rate
|
11.14
|
%
|
|
8. The
disclosure under the heading “Joint Proposal 1 – The Merger —Opinion of AMRB’s Financial Advisor —Pro
Forma Transaction Analysis” is hereby amended by deleting the last sentence of the first paragraph of the section at the
bottom of page 55 of the joint proxy statement/prospectus and replacing it with the following:
The analysis
indicated the merger could be accretive to BMRC’s estimated earnings per share (excluding one-time transaction costs and
expenses) in the years ending December 31, 2022, December 31, 2023 by approximately 13.5% and 13.2%, respectively, and could be
dilutive to BMRC’s estimated tangible book value per share at closing as of September 30, 2021 by approximately 3.9%, approximately
neutral to BMRC’s estimated tangible book value per share at December 31, 2024 and approximately 0.9% accretive BMRC’s
estimated tangible book value per share at December 31, 2025.
9. The
disclosure under the heading “Joint Proposal 1 – The Merger —Interests of Directors and Executive Officers—Continued
Employment” is hereby amended on Page 76 by deleting the two paragraphs under such heading and replacing it with the following:
It is currently
contemplated that certain of the senior executive officers of AMRB may continue their employment for some period of time with
BMRC and/or Bank of Marin to assist with post-merger integration, not to extend past October 15, 2021 in the case of Messrs. Bender
and Derenzo or past December 31, 2021 in the case of Mr. Ritchie. Mr.
Colombo and Mr. Ritchie communicated with each other periodically both before and after the signing of the merger agreement regarding
post-transaction employment and directorships and successful integration of AMRB and Bank of Marin.
Other
than as set forth above, no director or officer of AMRB has any direct or indirect material interest in the merger, except insofar
as ownership of AMRB common stock might be deemed such an interest.
10. The
following disclosure amends and supplements the discussions in the section of the Definitive Proxy Statement entitled “Joint
Proposal 1--The Merger” on page 80 by adding in the following section entitled “Litigation Relating to the Merger”.
On
June 21, 2021, Shiva Stein, a purported shareholder of the Company at the time which the Company and Marin Bancorp entered into
the merger agreement (the “Merger Agreement”), filed a lawsuit against the Company and the members of its board of
directors in the United States District Court for the Eastern District of California, captioned Stein v. American River
Bankshares, et al., Case No. 2:21-at-00566 (the “Stein Complaint”). On June 25, 2021, Pinchas Raul, a purported
shareholder of the Company at the time of the Merger Agreement, filed a lawsuit against the Company and the current members of
the Company’s board of directors in the United States District Court for the Southern District of New York, captioned Raul
v. American River Bankshares, et al., Case No. 1:21-cv-00565 (the “Raul Complaint”). On June 28, 2021, Matthew
Whitfield, a purported shareholder of the Company at the time of the Merger Agreement, filed a lawsuit against the Company, the
current members of the Company’s board of directors, and Marin Bancorp in the United States District Court for the Southern
District of New York, captioned Whitfield v. American River Bankshares, et al., Case No. 1:21-cv-05607 (the “Whitfield
Complaint”). On July 8, 2021, Paul Parshall, a purported shareholder of the Company at the time of the Merger Agreement,
filed a lawsuit against the Company and the current members of the Company’s Board of Directors in the United States District
Court for the Eastern District of California, captioned Parshall v. American River Bankshares, et al., Case No. 2:21-at-00617
(the “Parshall Complaint”). On July 14, 2021, Jeffrey D. Justice, II, a purported shareholder of the Company, filed
a lawsuit against the Company and the current members of the Company’s Board of Directors in the United States District
Court for the Eastern District of Pennsylvania, captioned Justice v. American River Bankshares, et al., Case No. 2:21-cv-03125
(the “Justice Complaint”, and with the Parshall Complaint, the Raul Complaint, the Stein Complaint and the Whitfield
Complaint, the “Complaints”).
The
Stein, Raul, Whitfield, Justice and Parshall Complaints allege that the Company and its directors violated Section 14(a) of the
Exchange Act, along with Rule 14a-9 promulgated thereunder, by filing the registration statement of which this document is a part,
which allegedly contains false statements and omits material information intended to solicit shareholders to vote in favor of
the merger. The Whitfield Complaint is the only action that lists Marin Bancorp as a defendant. All five Complaints
also allege that the directors of the Company (and, in the case of the Whitfield Complaint, Marin Bancorp) violated Section 20(a)
of the Exchange Act due to their positions as controlling persons over parties that allegedly knowingly violated Section 14(a),
and are thus liable under Section 20(a). The Complaints seek (1) injunctive relief preliminarily and permanently enjoining
consummation of the merger, (2) rescission of the merger and an award of rescissory damages in the event the merger is consummated,
(3) injunctive relief directing dissemination of a registration statement that does not contain any untrue statements of material
fact and that states all material facts in it or necessary to make the statements contained therein not misleading, (4) a declaration
that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act, and (5) an award of costs incurred by plaintiff in bringing
the lawsuit, including attorneys’ and experts’ fees. The Company and Marin Bancorp believe the Complaints are
without merit. At this stage, it is not possible to predict the outcome of the proceedings in the merger-related litigation
or their impact on the Company, Marin Bancorp or the merger.
Forward-Looking
Statements
This
communication includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These statements are necessarily subject to risk and uncertainty and actual results
could differ materially from those anticipated due to various factors, including those set forth from time to time in the documents
filed or furnished by the Company and Marin Bancorp with the Securities and Exchange Commission (the “SEC”). The following
factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (i) the possibility
that the Merger does not close when expected or at all because required regulatory, shareholder or other approvals, financial
tests or other conditions to closing are not received or satisfied on a timely basis or at all; (ii) the businesses of the Company
and Marin Bancorp may not be integrated successfully or such integration may be more difficult, time-consuming or costly than
expected; (iii) changes in the Company’s or Marin Bancorp’s stock price before closing, including as a result of its
financial performance prior to closing, or more generally due to broader stock market movements, and the performance of financial
companies and peer group companies; (iv) the risk that the benefits from the transaction may not be fully realized or may take
longer to realize than expected, or that expected revenue synergies and cost savings from the Merger may not be fully realized
or realized within the expected time frame, including as a result of changes in general economic and market conditions, interest
and exchange rates, monetary policy, laws and regulations and their enforcement, the effect of pandemic disease (including Covid-19)
and the degree of competition in the geographic and business areas in which the Company and Marin Bancorp operate; (v) the ability
to promptly and effectively integrate the businesses of the Company and Marin Bancorp; (vi) the reaction to the transaction of
the companies’ clients, employees and counterparties; (vii) diversion of time of directors, management and other employees
on merger-related issues; (viii) changes in interest rates, general economic conditions, legislative/regulatory changes, monetary
and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal
Reserve; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition;
demand for financial services in the companies’ respective market areas; their implementation of new technologies; their
ability to develop and maintain secure and reliable electronic systems; and accounting principles, policies, and guidelines, (ix)
lower than expected revenues, credit quality deterioration or a reduction in real estate values or a reduction in net earnings;
and (x) other risks that are described in the Company’s and Marin Bancorp’s public filings with the SEC. You should
not place undue reliance on forward-looking statements and the Company and Marin Bancorp undertake no obligation to update any
such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made except
as required by law.
Additional
Information About the Merger and Where to Find It
Investors
and security holders are urged to carefully review and consider each of the Company’s and Marin Bancorp’s public filings
with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on
Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by the Company with the SEC may be obtained free of charge
at the Company’s website at www.americanriverbank.com or at the SEC’s website at www.sec.gov. These documents may
also be obtained free of charge from the Company by requesting them in writing to American River Bank, 3100 Zinfandel Drive, Rancho
Cordova, California 95670; Attention: Corporate Secretary, or by telephone at 916-851-0123. The documents filed by Marin Bancorp
with the SEC may be obtained free of charge at Marin Bancorp’s website at www.bankofmarin.com or at the SEC’s website
at www.sec.gov. These documents may also be obtained free of charge from Marin Bancorp by requesting them in writing to Bank of
Marin Bancorp, 504 Redwood Boulevard, Suite 100, Novato, California 94947 or by telephone at (415) 763-4520.
Marin
Bancorp has filed a registration statement with the SEC (333-257025) which includes a joint proxy statement of the Company and
Marin and a prospectus of Marin, and each party will file other documents regarding the proposed transaction with the SEC. Before
making any voting or investment decision, investors and security holders of the Company and Marin are urged to carefully read
the entire registration statement and joint proxy statement/prospectus as well as any amendments or supplements to these documents,
because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus
has been sent to the shareholders of the Company and Marin Bancorp seeking required shareholder approvals. Investors and security
holders are able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s
website or from the Company or Marin Bancorp by writing to the addresses provided for each company set forth in the paragraphs
above.
The
Company, Marin Bancorp, their respective directors, executive officers and certain other persons may be deemed to be participants
in the solicitation of proxies from the Company and Marin shareholders in favor of the approval of the transaction. Information
about the directors and executive officers of the Company and their ownership of Company common stock is set forth in the proxy
statement for the Company’s 2021 annual meeting of shareholders, as previously filed with the SEC. Information about the
directors and executive officers of Marin Bancorp and their ownership of Marin Bancorp common stock is set forth in the proxy
statement for Marin Bancorp’s 2021 annual meeting of shareholders, as previously filed with the SEC. Shareholders may obtain
additional information regarding the interests of such participants by reading the registration statement and the joint proxy
statement/prospectus when they become available.