David Baris Assists CommerceFirst Bancorp in its Merger with Sandy Spring Bancorp

Partner David Baris and counsel Noel M. Gruber acted as legal counsel for CommerceFirst Bancorp in its merger with Sandy Spring Bancorp. The full press release for Sandy Spring’s acquisition is below.

OLNEY, MD, and ANNAPOLIS, MD, December 20, 2011 – Sandy Spring Bancorp, Inc. (Nasdaq: SASR) and CommerceFirst Bancorp, Inc. (Nasdaq: CMFB) today announced the execution of a definitive merger agreement for Sandy Spring to acquire CommerceFirst Bancorp and its wholly-owned subsidiary, CommerceFirst Bank, in a transaction currently valued at approximately $25.4 million in stock and cash. Sandy Spring’s acquisition of CommerceFirst will add approximately $205 million in total assets, $181 million in gross loans, and $180 million in total deposits, before purchase accounting adjustments. The transaction will expand Sandy Spring’s presence in Anne Arundel, Howard and Prince George’s counties in central Maryland, where CommerceFirst Bank operates 5 full service branches.

Under the terms of the agreement, Sandy Spring will acquire all of the shares of CommerceFirst common stock for a combination of 50% Sandy Spring common stock and 50% cash. The stock consideration will be at a fixed exchange ratio of 0.8043 Sandy Spring shares for each CommerceFirst share and the cash consideration will be $13.60 per share, in each case subject to possible adjustment.  The aggregate merger consideration will consist of approximately 732,000 shares of Sandy Spring common stock and $12.4 million in cash.  CommerceFirst shareholders will be permitted to elect Sandy Spring common stock or cash, or a combination of each; subject to proration procedures to preserve the aggregate 50% stock and 50% cash consideration mix. The stock portion of the consideration to CommerceFirst shareholders is intended to qualify as a tax-free transaction. Sandy Spring expects the transaction to be immediately accretive to its earnings per share, excluding one-time transaction expenses.

“CommerceFirst has done an excellent job of effectively serving small and mid-sized businesses, a prime market segment for Sandy Spring. In particular, they are a recognized leader in local SBA lending, and we look forward to adding these strengths to our own,” said Daniel J. Schrider, President and CEO of Sandy Spring Bancorp.  “As a prominent Maryland-based bank, we are also very pleased to have the opportunity to further expand our presence in the heart of Annapolis and the surrounding area.  The products and services we can offer CommerceFirst clients and the additional locations we will be able to offer our existing clients makes this a winning combination for all concerned.”

CommerceFirst’s President and CEO, Richard J. Morgan, will join Sandy Spring as Market President for the greater Annapolis region and will help build upon both banks’ presence in the Prince George’s County market as well. “We are thrilled to have someone of Rick’s reputation on our team to lead the newly combined market,” said Schrider.  “His business acumen and expertise in small business lending will benefit us greatly as we grow our franchise and gain market share.”

“Sandy Spring Bancorp has a strong reputation for quality in our industry and the community,” said Milton D. Jernigan, II, Chairman of the Board of CommerceFirst Bancorp. “We are extremely pleased to be able to partner with the team at Sandy Spring Bank, which shares our commitment to community banking. Combining our organizations significantly increases the opportunities for our clients, employees, and adds value to our shareholders.”

The transaction, which has been approved by both CommerceFirst’s and Sandy Spring’s board of directors, is expected to close in the second quarter of 2012. The transaction is subject to certain conditions, including the approval by CommerceFirst’s shareholders and customary regulatory approvals.

Robert W. Baird & Co. Incorporated acted as financial advisor to Sandy Spring and Kilpatrick Townsend & Stockton LLP acted as Sandy Spring’s legal counsel.  Scott & Stringfellow, LLC acted as advisor to CommerceFirst and BuckleySandler LLP acted as its legal counsel.

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