TAPPAHANNOCK, Va., Dec. 14 /PRNewswire-FirstCall/ -- BOE Financial
Services of Virginia, Inc. ("BOE")(NASDAQ:BSXT), TransCommunity
Financial Corporation ("TFC") (OTC:TCYF) (BULLETIN BOARD: TCYF) and
Community Bankers Acquisition Corp. ("CBAC") (AMEX:BTC) announced
today that BOE and CBAC have entered into a definitive agreement
and plan of merger (the "BOE Merger Agreement") providing for the
merger of BOE with and into CBAC. Under the terms of the BOE Merger
Agreement, BOE shareholders will receive 5.7278 shares of CBAC
common stock for each of their shares of BOE common stock, subject
to possible adjustment. The aggregate transaction value is
estimated to be approximately $52 million and the per share value
will be no less than $42.50. As previously announced, TFC has also
entered into a definitive agreement and plan of merger with CBAC
(the "TFC Merger Agreement") providing for the merger of TFC with
and into CBAC. Under the terms of the TFC Merger Agreement, TFC has
given its consent to CBAC entering into the BOE Merger Agreement.
It is anticipated that the BOE merger would occur subsequent to the
previously announced proposed merger of TFC and CBAC. The resulting
holding company, which will be named Community Bankers Trust
Corporation, will be headquartered in Glen Allen, Virginia. In
anticipation of the proposed mergers, TFC plans to declare a
one-time special dividend in the amount of $0.25 per share to TFC
shareholders, which dividend would be paid immediately prior to the
effective time of the merger of TFC with CBAC and after all
conditions to the closing are satisfied. Alexander F. Dillard, Jr.,
currently Chairman of the Board of Directors of BOE will serve as
Chairman of the Board of Directors of the resulting company, Troy
A. Peery, Jr., currently Chairman of the Board of Directors of TFC,
will serve as a Vice-Chairman of the Board of Directors of the
resulting company, and Gary A. Simanson, currently a Director,
President and Chief Executive Officer of CBAC, will serve as a
Vice-Chairman of the Board. Bruce B. Nolte, currently President and
Chief Executive Officer of TFC, will serve as Chief Executive
Officer of the resulting company, and George M. Longest, Jr.,
currently President and Chief Executive Officer of BOE, will serve
as President of the resulting company. Bruce E. Thomas, currently
Senior Vice President and Chief Financial Officer of BOE, will
serve as Chief Financial Officer of the resulting company, and
Patrick J. Tewell, currently Chief Financial Officer of TFC, will
serve as Chief Accounting Officer of the resulting company. The
resulting company will be governed by a Board of Directors of
fourteen members, six directors nominated by each of BOE and TFC,
respectively, and two directors nominated by CBAC. TFC's
wholly-owned banking subsidiary, TransCommunity Bank, N.A. will be
merged with and into BOE's wholly-owned banking subsidiary, Bank of
Essex, which will continue to be headquartered in Tappahannock,
Virginia. George M. Longest, Jr. will continue to serve as Chief
Executive Officer of Bank of Essex, and M. Andrew McLean, currently
President of TransCommunity Bank, N.A., will serve as President of
Bank of Essex. Bank of Essex will continue to do business through
its Bank of Essex name in its current operating markets and
additionally will operate TransCommunity Bank N.A.'s existing
operating divisions, Bank of Powhatan, Bank of Goochland, Bank of
Louisa and Bank of Rockbridge under their existing names. Alex
Dillard, Chairman of BOE, said, "Since 1926 the Bank of Essex has
been serving the community banking needs of Essex County, the
Northern Neck and the contiguous greater Richmond area. After
getting to know the people at CBAC and TFC, we feel they share in
our vision for a strong Virginia based community bank that focuses
on the needs of the local customer. We see this merger with CBAC
and TFC as a way of not only preserving our unique style of
community banking, but also as a way to grow and expand our
franchise while staying true to the basic principles that have
guided us so well for over 80 years. The combined management
strengths, capital resources and banking locations, along with the
potential operating efficiencies, enhanced liquidity and value of
our combined companies, should serve our shareholders, customers
and communities well in the coming years." Troy Peery, Chairman of
TFC, said, "We see this transaction with BOE as another significant
step forward in achieving the vision that we set out in announcing
our proposed merger with CBAC, and another very positive step
forward for our shareholders, employees and the communities we
serve. BOE brings to the combined companies a long history of solid
community banking performance to its customers and shareholders, as
well as additional management talent and valued members to the
combined Board. The resulting company will be a community banking
organization operating in some of the best and most stable markets
in Virginia, with over $630 million in assets and a market
capitalization of approximately $170 million." Gary A. Simanson,
President and Chief Executive Officer of CBAC, said, "By combining
the operating and management strengths and capital resources of
these three companies, I believe we offer a very compelling
community banking story, that even in the current challenging
operating environment should not only be attractive to the investor
for its growth prospects, but also will serve as a model and a
platform to attract additional customers, employees and community
banking partners." The merger is subject to customary closing
conditions, including approval by BOE's and CBAC's shareholders and
the appropriate regulatory agencies. In addition, closing of the
transaction is also conditioned on CBAC consummating its merger
with TFC, and holders of fewer than 20% of the shares of CBAC
common stock voting against the TFC transaction and electing to
convert their CBAC common stock into cash. Both the TFC merger and
the BOE merger are anticipated to be completed during the second
quarter of 2008. BOE was advised by Feldman Financial Advisors,
Inc, which rendered a fairness opinion to the BOE Board of
Directors, and LeClairRyan, served as legal advisor to BOE. TFC was
advised by Sandler O'Neill + Partners, L.P., which rendered a
fairness opinion to the TFC Board of Directors, and Williams Mullen
served as legal advisor to TFC. CBAC was advised by Keefe, Bruyette
& Woods, Inc., which rendered a fairness opinion to the CBAC
Board of Directors, and Nelson Mullins Riley & Scarborough,
LLP, served as legal advisor to CBAC. Additional Information About
the Mergers and Where to Find It In connection with the proposed
mergers, CBAC will file with the Securities and Exchange Commission
(the "SEC") a registration statement on Form S-4 to register the
shares of CBAC common stock to be issued to the shareholders of BOE
as well as a registration statement on Form S-4 to register the
shares of CBAC Common Stock to be issued to the shareholders of
TFC. Each registration statement will include a joint proxy
statement/prospectus, which will be sent to the shareholders of
CBAC and of BOE or TFC, as applicable, seeking their approval of
the applicable merger. In addition, BOE, TFC and CBAC may file
other relevant documents concerning the proposed mergers with the
SEC. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENTS ON FORM S-4 AND THE JOINT PROXY
STATEMENT/PROSPECTUSES INCLUDED WITHIN THE REGISTRATION STATEMENTS
AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGERS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT BOE, TFC, CBAC AND THE PROPOSED
TRANSACTION. Investors and security holders may obtain free copies
of these documents through the website maintained by the SEC at
http://www.sec.gov/. Free copies of the joint proxy
statement/prospectus relating to the proposed merger of CBAC with
BOE also may be obtained by directing a request by telephone or
mail to: BOE Financial Services of Virginia, Inc., 1325
Tappahannock Blvd, P.O. Box 965, Tappahannock, VA 22560, Attention:
Investor Relations (telephone: (804) 443-4343), or by accessing
BOE's website at http://www.bankofessex.com/ under "Investor
Relations," and free copies of the joint proxy statement/prospectus
relating to the proposed merger of CBAC with TFC also may be
obtained by directing a request by telephone or mail to:
TransCommunity Financial Corporation, 4235 Innslake Drive, Glen
Allen. VA 23060, Attention: Investor Relations (telephone: (804)
934-9999), or by accessing TFC's website at http://www.tcfcorp.com/
under "Investor Relations." Free copies of both joint proxy
statement/prospectus also may be obtained by directing a request by
telephone or mail to: Community Bankers Acquisition Corporation,
9912 Georgetown Pike, Suite D203, Great Falls, VA 22066, Attention:
Investor Relations (telephone: (703) 759-0751). The information on
BOE's and TFC's websites is not, and shall not be deemed to be, a
part of this release or incorporated into other filings either
company or CBAC makes with the SEC. BOE, TFC and CBAC and their
respective directors, executive officers and members of management
may be deemed to be participants in the solicitation of proxies
from the shareholders of BOE and TFC, as applicable, and/or CBAC in
connection with the merger. Information about the directors and
executive officers of BOE is set forth in the proxy statement for
BOE's 2007 annual meeting of shareholders filed with the SEC on
April 13, 2007. Information about the directors and executive
officers of TFC is set forth in the proxy statement for TFC's 2007
annual meeting of shareholders filed with the SEC on April 23,
2007. Information about the directors and executive officers of
CBAC is set forth in the Annual Report on Form 10-K filed with the
SEC on June 29, 2007. Additional information regarding the
interests of these participants and other persons who may be deemed
participants in the merger may be obtained by reading the joint
proxy statement/prospectus regarding the merger when it becomes
available. Caution Regarding Forward-Looking Statements Statements
made in this release, other than those concerning historical
financial information, may be considered forward-looking
statements, which speak only as of the date of this release and are
based on current expectations and involve a number of assumptions.
These include statements as to the anticipated benefits of the
merger, including future financial and operating results, cost
savings and enhanced revenues that may be realized from the merger
as well as other statements of expectations regarding the merger
and any other statements regarding future results or expectations.
Each of BOE, TFC and CBAC intends such forward-looking statements
to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995 and is including this statement for purposes of these
safe harbor provisions. The companies' respective abilities to
predict results, or the actual effect of future plans or
strategies, are inherently uncertain. Factors which could have a
material effect on the operations and future prospects of each of
BOE, TFC and CBAC and the resulting company, include but are not
limited to: (1) the businesses of BOE, TFC and/or CBAC may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected revenue
synergies and cost savings from the merger may not be fully
realized or realized within the expected time frame; (3) revenues
following the merger may be lower than expected; (4) customer and
employee relationships and business operations may be disrupted by
the merger; (5) the ability to obtain required regulatory and
shareholder approvals, and the ability to complete the merger on
the expected timeframe may be more difficult, time-consuming or
costly than expected; (6) changes in interest rates, general
economic conditions, legislative/regulatory changes, monetary and
fiscal policies of the U.S. government, including policies of the
U.S. Treasury and the Federal Reserve Board; the quality and
composition of the loan and securities portfolios; demand for loan
products; deposit flows; competition; demand for financial services
in BOE's and TFC's market areas; their implementation of new
technologies; their ability to develop and maintain secure and
reliable electronic systems; and accounting principles, policies,
and guidelines, and (7) other risk factors detailed from time to
time in filings made by BOE, TFC or CBAC with the SEC. BOE, TFC and
CBAC undertake no obligation to update or clarify these
forward-looking statements, whether as a result of new information,
future events or otherwise. This release shall not constitute an
offer to sell or the solicitation of an offer to buy securities in
any jurisdiction in which such solicitation would be unlawful.
DATASOURCE: BOE Financial Services of Virginia, Inc. CONTACT:
George M. Longest, Jr., President, BOE Financial Services of
Virginia, Inc., +1-804-443-4343; Bruce B. Nolte, President,
TransCommunity Financial Corporation, +1-804-934-9999; Gary A.
Simanson, President, Community Bankers Acquisition Corp.,
+1-703-759-0751 Web site: http://www.bankofessex.com/
http://www.tcfcorp.com/
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