Bank of Marin Bancorp, the parent company of Bank of Marin, completed its acquisition of American River Bankshares, the parent company of American River Bank. Bank of Marin Bancorp and American River Bankshares held special meetings of shareholders on July 28 and each company’s shareholders approved the acquisition.

Under the terms of the agreement, each share of American River Bankshares common stock was converted into the right to receive 0.575 shares of Bank of Marin Bancorp common stock. The value of the total deal consideration was approximately $125 million, which includes the value of American River Bankshares’ options being paid in cash by Bank of Marin Bancorp.

Also under the agreement, two new directors were added to the boards of directors of Bank of Marin Bancorp and Bank of Marin, effective immediately. The two new directors are Charles D. Fite, president of Fite Development, and Nicolas Anderson, CEO of Capitol Digital & Califorensics. With these additions, the Bank of Marin Bancorp and Bank of Marin boards now have 14 directors.

“We are pleased to complete our acquisition of American River Bank and welcome their customers, employees and shareholders to Bank of Marin,” Russell A. Colombo, CEO of Bank of Marin Bancorp, said. “Our two organizations share a commitment to exceptional customer service and dedication to our local communities that can now be amplified on a regional scale. As a nearly $4 billion bank, we have greater opportunity to grow assets, acquire talent, expand our footprint and build infrastructure across a diversified geography.”

With the addition of American River Bank, on a pro forma combined basis, Bank of Marin Bancorp will have total assets of approximately $4 billion, total loans outstanding of $2.2 billion (excluding SBA Paycheck Protection Program loans) and total deposits of $3.5 billion as of June 30 (unaudited and excluding purchase accounting adjustments).

Bank of Marin Bancorp received financial advisory services and a fairness opinion from Keefe, Bruyette & Woods and Stuart Moore Staub served as its legal counsel. American River Bankshares received financial advisory services and a fairness opinion from Piper Sandler and Manatt, Phelps & Phillips served as its legal counsel.