Filed Pursuant to Rule 425
Filer: American River Bankshares
Subject Company: Bank of Amador
NEWS RELEASE
AMERICAN RIVER BANKSHARES AND BANK OF AMADOR ANNOUNCE MERGER
July 8, 2004 - SACRAMENTO, CA - American River Bankshares (NASDAQ: AMRB), a bank
holding company with $431 million in assets, and Bank of Amador (BNKA.OB) with
$129 million in assets, today jointly announced the signing of a definitive
merger agreement whereby American River Bankshares will acquire Jackson,
California-based Bank of Amador by merging Bank of Amador with and into American
River Bank, the wholly-owned subsidiary of American River Bankshares. Under the
terms of the merger agreement, Bank of Amador shareholders will receive $6.825
per share in cash and $12.675 per share in stock in exchange for their Bank of
Amador shares so long as the 20day average closing price of American River
Bankshares remains between $18.50-$23.50. Based upon American River Bankshares'
closing price of $20.40 as of July 8, 2004, the transaction is currently valued
at approximately $19.50 per share, or $30.5 million for Bank of Amador.
Upon completion of the transaction, Bank of Amador will operate as a division of
American River Bank under the name "Bank of Amador, a division of American River
Bank." Bank of Amador has three branches which are located in Jackson, Pioneer,
and Ione, California. On a combined basis, American River Bank will operate 11
branches; 3 branches in Amador County as Bank of Amador, 3 branches in Sonoma
County as North Coast Bank, and 5 branches in the Greater Sacramento Area
totaling over $560 million in total assets.
The transaction is intended to qualify as a tax-free exchange for federal income
tax purposes. As a result, the shares of American River Bankshares common stock
received in exchange for Bank of Amador common stock will be transferred on a
tax-free basis. The definitive agreement was unanimously approved by the Boards
of Directors of American River Bankshares, American River Bank, and Bank of
Amador. The transaction is subject to regulatory approvals and the approval by
the shareholders of American River Bankshares and Bank of Amador. The
transaction is expected to close in the fourth quarter of 2004.
"We are extremely pleased to announce this merger with Bank of Amador which has
a very capable team of client-focused bankers," said David Taber, President and
CEO of American River Bankshares. "We have admired Bank of Amador's success for
many years. Larry Standing and his excellent staff have built a culture of high
performance, quality client service, and community involvement."
Bank of Amador was founded in 1983 and has offices in Jackson, Pioneer, and
Ione. "We are excited to join American River Bank," says Larry Standing,
President and CEO of Bank of Amador. "They are a top-rated bank with a long
history of excellence in Community Banking. The business and service
philosophies of American River Bank are remarkably similar to those of Bank of
Amador and by teaming up with American River Bank we will be able to offer an
even wider variety of services." Larry Standing will remain President of Bank of
Amador and join the American River Bank Board of Directors, along with one other
Bank of Amador board member.
Cautionary Statement: This release contains certain forward-looking statements
that are subject to risks and uncertainties that could cause actual results to
differ materially from those stated herein. Management's assumptions and
projections are based on their anticipation of future events and actual
performance may differ materially from those projected. Risks and uncertainties
which could impact future financial performance include, but are not limited to,
variances in the actual versus projected growth in assets, return on assets,
loan and lease losses, expenses, changes in the interest rate environment
including interest rates charged on loans, earned on securities investments and
paid on deposits, competition effects, fee and other noninterest income earned,
general economic conditions, nationally, regionally and in the operating market
areas of the Company and its subsidiaries, changes in the regulatory
environment, changes in business conditions and inflation, changes in securities
markets, data processing problems, a decline in real estate values in the
Company's market area, the effects of terrorism, the threat of terrorism or the
impact of the current military conflict in Iraq and the conduct of the war on
terrorism by the United States and its allies, as well as other factors.
Therefore, the information set forth herein, together with other information
contained in the periodic reports filed by the Company with the Securities and
Exchange Commission, should be carefully considered when evaluating the business
prospects of the Company. American River Bankshares undertakes no obligation to
update any forward-looking statements contained in this release.
For further information contact:
American River Bankshares: Bank of Amador:
David T. Taber, President Larry D. Standing, President
Mitchell A. Derenzo, Chief Financial Officer Thomas L. Walker, Chief Financial Officer
(916) 565-6100 (209) 223-2431
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American River Bankshares and Bank of Amador will file a Joint Proxy
Statement/Prospectus as part of a Registration Statement on Form S-4 with the
Securities and Exchange Commission, regarding the Agreement and Plan of
Reorganization and Merger entered into by the parties on July 8, 2004. American
River Bankshares and Bank of Amador will mail the Joint Proxy
Statement/Prospectus to their respective shareholders.
Investors and security holders are urged to read the Joint Proxy
Statement/Prospectus carefully as it will contain important information about
American River Bankshares, American River Bank, Bank of Amador, the merger and
related matters.
Copies of the Joint Proxy Statement/Prospectus filed by American River
Bankshares and Bank of Amador with the Securities and Exchange Commission may be
obtained, without charge, at the U.S. Securities and Exchange Commission website
(http://www.sec.gov/). Copies of the Joint Proxy Statement/Prospectus may also
be obtained, without charge, by directing a request to American River
Bankshares, 1545 River Park Drive, Suite 107, Sacramento, California 95815,
Attn: Corporate Secretary, (916) 565-6100.
The statements contained in this news release are for informational purposes
only and are not intended as an offer or solicitation with respect to the
purchase or sale of any securities.