New York Stock Exchange (NYSE)-listed Atlantic Union Bankshares has agreed to acquire rival US-based bank holding company Sandy Spring Bancorp in an all-stock transaction valued at around $1.6bn.
According to the terms of the deal, each Sandy Spring share listed on Nasdaq is to be converted into 0.9 shares of Atlantic Union common stock. This values the deal at roughly $34.93 per Sandy Spring share based on Atlantic Union’s closing stock price on 18 October 2024.
Through the proposed merger, Atlantic Union aims to create the largest regional bank headquartered in the lower Mid-Atlantic region. It is also expected to bolster the enlarged entity’s presence in Northern Virginia and Maryland.
Atlantic Union CEO and president John Asbury said: “With today’s announcement of our partnership with Sandy Spring, Atlantic Union will create a preeminent regional bank, with Virginia as its linchpin, that spans the lower mid-Atlantic into the Southeast and that is committed to the communities it serves.”
Established in 1868, Sandy Spring is the holding company for Sandy Spring Bank. The community bank offers an array of commercial and retail banking, mortgage, private banking, and trust services throughout Maryland, Virginia, and Washington, D.C.
Sandy Spring had $14.4bn in assets, $11.7bn in total deposits, and $11.5bn in loans as of 30 September 2024.
The combined company will have pro forma total assets of $39.2bn, deposits of $32bn, and gross loans amounting to $29.8bn.
In addition, the enlarged company’s Mid-Atlantic footprint will be expanded by incorporating 53 branch locations.
The merger will also nearly double Atlantic Union’s wealth management business, increasing assets under management by more than $6.5bn.
Upon the completion of the merger, three Sandy Spring’s board members, including CEO Dan Schrider, will join Atlantic Union’s board.
Schrider said: “Our partnership with Atlantic Union is the right long-term decision for our shareholders, clients and employees. This combination will deliver enhanced scale, diversity in the market, and capabilities for our clients, and it will provide greater opportunities for our employees to grow within a larger organisation.
“Sandy Spring Bank and Atlantic Union Bank share a people-first approach to doing business and serving our communities, and together we will add even greater value to the individuals, families and businesses we serve across our expanded footprint.”
The deal has been unanimously approved by the boards of both companies.
Subject to customary conditions, including regulatory approvals as well as approvals by Atlantic Union and Sandy Spring stockholders, the merger is anticipated to be completed by the end of Q3 2025.
For the transaction, Morgan Stanley & Co is advising Atlantic Union, with Davis Polk & Wardwell serving as its legal counsel.
Keefe, Bruyette & Woods is acting as financial adviser to Sandy Spring, while Kilpatrick Townsend & Stockton is its legal counsel.
