COLUMBIA, Md., Sept. 28 /PRNewswire/ -- Columbia Bancorp (Nasdaq: CBMD),
headquartered in Columbia, Maryland, and Suburban Bancshares, Inc.
(Nasdaq: SBNK) headquartered in Greenbelt, Maryland, announced jointly today
that they have signed a definitive merger agreement.
The definitive merger agreement provides for the merger of Suburban into
Columbia. Columbia will exchange between 2,482,000 and 2,642,000 shares of
its common stock for all outstanding shares of Suburban. Based upon the
closing price of Columbia shares on September 27, 1999 of $12.875, the
transaction has a value of approximately 2.63 million Columbia common shares
worth $33.9 million, or $3.00 per share of Suburban. The deal value
represents a 37% premium to market for shareholders of Suburban based on the
closing price of $2.188 at September 27, 1999. The merger is intended to be a
tax-free exchange for Suburban shareholders and will be accounted for as a
pooling of interests.
Upon completion of the merger, which is subject to approval by
shareholders of both companies and by regulatory agencies, Suburban's
subsidiary, Suburban Bank of Maryland, will merge into Columbia's subsidiary,
The Columbia Bank. Although the two banks serve adjoining counties in the
Baltimore-Washington Corridor, there is very little market overlap and all
branch locations will remain open. Following the merger, The Columbia Bank
will operate twenty-three branches (nine in Howard County, six in Baltimore
County, five in Prince George's County, and three in Montgomery County).
"We are very pleased to be joining forces with Suburban, an institution
with deep roots in the suburban Washington markets of Maryland," commented
John M. Bond, Jr., President and CEO of Columbia. "This merger will further
enhance our presence in the prosperous Baltimore-Washington Corridor and
provide excellent opportunities for continued rapid growth." Since opening in
1988, Columbia has maintained a compound annual growth rate of 30%.
Winfield Kelly, Chairman and CEO of Suburban, noted, "The combination of
Suburban's strong commercial banking franchise coupled with the additional
capabilities of Columbia in consumer banking and residential lending will
provide the foundation for continued aggressive growth in the Washington
suburban market."
Following the merger, Mr. Kelly will serve as Chairman, James R. Moxley,
Jr. as Vice Chairman, Herschel L. Langenthal as Chairman of the Executive
Committee and Mr. Bond as President and CEO of Columbia. Mr. Stephen A.
Horvath, President and Chief Operating Officer of Suburban Bancshares, will
serve as Executive Vice President of the Washington Region for The Columbia
Bank.
Columbia and Suburban anticipate substantial merger cost savings resulting
from combined operations and increased revenue from offering Columbia's
broader product line in markets served by Suburban.
The following chart compares Columbia and Suburban at June 30, 1999.
Pro-forma
(Dollars in thousands) Columbia Suburban Combined
Total Assets $457,255 $222,575 $679,830
Loans 293,959 135,195 429,154
Deposits 356,627 186,578 543,205
Equity 39,021 20,354 59,555
This news release contains, among other things, certain forward-looking
statements regarding the combined company following the merger. Such forward-
looking statements involve certain risks and uncertainties, including a
variety of factors that may cause the combined company's actual results to
differ materially from the anticipated results or other expectations expressed
in such forward-looking statements.
Columbia Bancorp, headquartered in Columbia, Maryland, is a bank holding
company and parent company of The Columbia Bank, a commercial bank. The
Columbia Bank currently operates fourteen banking offices and will open a
fifteenth banking office in the fourth quarter 1999. The Columbia Bank
provides a full range of financial services to consumers and businesses.
Columbia Bancorp's Common Stock is traded on the National Market tier of The
Nasdaq Stock Market(SM) under the symbol "CBMD".
Suburban Bancshares, headquartered in Greenbelt, Maryland, is a bank
holding company and parent company of Suburban Bank of Maryland, a commercial
bank. Suburban Bank of Maryland operates eight banking offices. Suburban
Bancshares' Common Stock is traded on the Small Cap tier of The Nasdaq Stock
Market(SM) under the symbol "SBNK".
SOURCE Columbia Bancorp
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Related links:
http://www.columbank.com
Company News On-Call:
http://www.prnewswire.com/comp/127921.html or fax,
800-758-5804, ext. 127921
CONTACT:
John M. Bond, Jr., President and Chief
Executive Officer of Columbia Bancorp, 410-465-4800; or Stephen
A. Horvath, President and Chief Operating Officer of Suburban
Bancshares, Inc., 301-474-6694
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