Sandy Spring Bancorp completes merger with Atlantic Union

OLNEY, MD – Sandy Spring Bancorp, Inc. (NASDAQ:SASR), a regional bank with a market capitalization of $1.26 billion, has completed its previously announced merger with Atlantic Union Bankshares (NYSE:AUB) Corporation, effective as of today. The merger, first disclosed in an agreement on October 21, 2024, results in Sandy Spring Bancorp merging into Atlantic Union, with the latter surviving as the combined entity. InvestingPro data shows Sandy Spring’s stock has declined 16.27% year-to-date, reflecting market uncertainty around the merger.

According to the terms of the merger agreement, each share of Sandy Spring Bancorp’s common stock has been converted into the right to receive 0.900 shares of Atlantic Union’s common stock. Any fractional shares will be paid out in cash. Sandy Spring’s final trading price was $27.95, with InvestingPro analysis indicating the stock was slightly undervalued at the time of the merger. The company maintained an impressive 30-year streak of consecutive dividend payments before the merger. As a result of the merger, Sandy Spring Bancorp’s common stock will no longer be listed on NASDAQ, and the company will cease to exist as a separate legal entity.

The merger also includes the consolidation of Sandy Spring Bank with Atlantic Union Bank, with the latter continuing as the surviving bank. The total consideration for the merger is approximately 42 million shares of Atlantic Union’s common stock.

For Sandy Spring Bancorp’s equity awards, vested or held restricted stock units (RSUs) and performance-based restricted stock units (PSUs) held by former service providers or non-employee directors have been fully vested and converted into the right to receive the merger consideration. Unvested awards were assumed by Atlantic Union and converted into awards for Atlantic Union’s common stock, continuing under the same terms as before the merger.

Stock options for Sandy Spring Bancorp were also affected, with options being cancelled and converted into the right to receive a number of Atlantic Union’s common shares, less the aggregate exercise price for the options. Options with an exercise price exceeding the closing price of Sandy Spring Bancorp’s stock on the closing date were cancelled without consideration.

As part of the merger, Sandy Spring Bancorp’s directors and executive officers have ceased their roles, and three former Sandy Spring board members have been appointed to the board of directors of Atlantic Union.

This transaction marks a significant change in control for Sandy Spring Bancorp, as outlined in the SEC filing. The merger is expected to expand the reach and capabilities of Atlantic Union, though exact details of the strategic benefits remain under the purview of the companies’ leadership. For detailed analysis of similar regional bank mergers and comprehensive financial metrics, investors can access in-depth research reports and valuation tools through InvestingPro’s extensive database of over 1,400 US stocks.

The information reported is based on a press release statement and SEC filings related to the merger.

In other recent news, Sandy Spring Bancorp has announced significant executive changes as part of its ongoing merger process with Atlantic Union Bankshares Corporation. According to a recent 8-K filing with the U.S. Securities and Exchange Commission, the company has adjusted compensation arrangements for certain officers to address potential impacts related to excess parachute payments under the Internal Revenue Code. The adjustments include the acceleration of equity and cash-based awards initially set for 2025, which will now be paid in December 2024. Executives affected by these changes, including CEO Daniel J. Schrider, have entered into Acceleration and Clawback Agreements with the bank. These agreements outline conditions for repayment if employment ends before the awards are fully earned. The merger, announced in October 2024, is pending regulatory approvals and shareholder consent. Sandy Spring Bancorp has provided estimates of potential payments and benefits for executives upon a qualifying termination at the merger’s effective time. The company remains committed to regulatory compliance and transparency throughout the merger process.

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