HomeTown Bankshares Corporation, (NASDAQ: HMTA – “HomeTown”),
headquartered in Roanoke, Va., and American National Bankshares
Inc. (NASDAQ: AMNB - “American National”), headquartered in
Danville, Va., today announced the signing of an agreement that
calls for HomeTown to merge with American National in a transaction
valued at approximately $95.6 million. The combination deepens
American National’s footprint in the Roanoke MSA and creates a
presence in the New River Valley with an office in Christiansburg,
Va. Upon completion of the merger and with two office
consolidations, American National will have 8 offices in the
combined Roanoke/New River Valley markets with total deposits of
over $700 million. Based on financial results as of June 30,
2018, the combined company will have approximately $2.4 billion in
assets, $1.8 billion in loans, and $2.0 billion in deposits across
Virginia and North Carolina.
Under the terms of the agreement, HomeTown shareholders will
receive 0.4150 shares of American National common stock for each
share of HomeTown common stock. As of the close of business on
October 1, 2018, the per share acquisition price equaled
approximately $16.23, or approximately 182% of HomeTown’s June 30,
2018 book value per share. The exchange ratio is fixed and the per
share acquisition price will fluctuate with the market value of
American National common stock. Following the completion of the
merger, American National will remain well-capitalized and the
company expects the transaction will be accretive to earnings per
share.
“Roanoke and Franklin County are already important markets for
our company and the addition of the New River Valley market is an
exciting growth opportunity,” said Jeffrey V. Haley, President and
Chief Executive Officer of American National. “The combination of
HomeTown and American National will create a company that is better
positioned to serve the needs of those communities. We believe in
community banking and focus on accessible, responsive, and friendly
community-based services. By combining our highly qualified
and dedicated teams, we believe we will be the community bank of
choice for businesses and individuals in this area. We feel so
strongly that our combined organization will be able to offer a
hometown banking platform for each of our ten regions in Virginia
and North Carolina that we will change our tag line to ‘Welcome to
Hometown Banking.’”
Subject to customary closing conditions, including regulatory
and shareholder approvals, the merger is expected to close in the
first quarter of 2019. Following completion of the merger,
HomeTown’s subsidiary bank, HomeTown Bank, will be merged into
American National’s subsidiary bank, American National Bank and
Trust Company (“American National Bank”).
After the merger, Roanoke will serve as the combined bank’s
Virginia banking headquarters as well as the center for its
Corporate Credit Function. As the geographic hub of the
company’s North Carolina banking footprint, Greensboro will serve
as the North Carolina banking headquarters, while Danville will
serve as the corporate headquarters for American National and
American National Bank.
Susan K. Still, President and CEO of HomeTown, said, “American
National’s culture, corporate character and commitment to the
community are a natural fit for HomeTown Bank’s employees,
shareholders and customers. We are excited about this partnership
and the opportunity it presents to leverage the strengths of each
community bank for the customers and communities we
serve.”
Nancy Agee and Kenneth Bowling, currently active members of the
HomeTown Bank Board of Directors, will be added to the boards of
American National and American National Bank upon completion of the
merger. Ms. Agee has served HomeTown as a director on both the bank
and holding company boards since 2011, and is the President and
Chief Executive Officer of Roanoke-based Carilion Clinic, Inc.
Mr. Bowling is a Vice President of H.T. Bowling Inc. of
Radford, Va. Ms. Still will become President of Virginia Banking
for American National Bank until her planned retirement at the end
of 2019. She will also become a director of American National
Bank upon completion of the merger and will be nominated for
election to the holding company board of American National at the
annual shareholders’ meeting in May 2019. Roanoke banker, Kevin
Meade, will continue to serve as Executive Vice President of
American National Bank and Regional President for the Roanoke and
New River Valley markets.
The remaining directors of HomeTown and HomeTown Bank will be
invited to join a Transition Board to advise management and to
assist in the successful integration of the organizations. A new
Virginia Banking Board will be established to provide
representatives from the seven Virginia regions. Transition Board
members will also be invited to join this new Virginia Banking
Board or one of the market advisory councils, which will be created
for new or emerging markets.
Keefe, Bruyette & Woods, Inc. acted as financial advisor to
American National and Williams Mullen acted as its legal
advisor in the transaction. Sandler O’Neill + Partners, L.P. acted
as financial advisor to HomeTown and Gentry Locke acted as its
legal advisor.
About American National
American National Bankshares Inc. is a multi-state bank holding
company with total assets of approximately $1.8 billion.
Headquartered in Danville, Va., American National is the parent
company of American National Bank and Trust Company. American
National Bank is a community bank serving southern and central
Virginia and north central North Carolina with 24 banking offices
and two loan production offices. American National Bank also
manages an additional $837 million of trust, investment and
brokerage assets in its Trust and Investment Services Division.
Additional information about the company and the bank is available
on the bank's website at www.amnb.com.
Shares of American National are traded on the Nasdaq Global
Select Market under the symbol "AMNB."
About HomeTown
HomeTown Bankshares Corporation is the parent company of
HomeTown Bank, which officially opened for business on November 14,
2005. HomeTown Bank offers a full range of banking services
to small and medium-size businesses, real estate investors and
developers, private investors, professionals and individuals.
The Bank serves three markets including the Roanoke Valley,
the New River Valley and Smith Mountain Lake through six branches,
seven ATMs, HomeTown Mortgage and HomeTown Investments. A
high level of responsive and personal service coupled with local
decision-making is the hallmark of its banking strategy. For more
information, please visit www.hometownbank.com.
Shares of HomeTown are traded on the Nasdaq Capital Market under
the symbol "HMTA."
Additional Information About the Merger and Where to
Find It
In connection with the proposed merger, American National will
file with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 to register the shares of
American National common stock to be issued to the shareholders of
HomeTown. The registration statement will include a joint proxy
statement/prospectus, which will be sent to the shareholders of
American National and HomeTown seeking their approval of the
merger. In addition, each of American National and HomeTown may
file other relevant documents concerning the proposed merger with
the SEC.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS
INCLUDED WITHIN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
AMERICAN NATIONAL, HOMETOWN AND THE PROPOSED TRANSACTION. Investors
and security holders may obtain free copies of these documents,
when they become available, through the website maintained by the
SEC at www.sec.gov. Free copies of the joint proxy
statement/prospectus, when they become available, also may be
obtained by directing a request by telephone or mail to American
National Bankshares Inc., 628 Main Street, Danville, Virginia
24541, Attention: Investor Relations (telephone:
(434) 792-5111) or HomeTown Bankshares Corporation, 202 South
Jefferson Street, Roanoke, Virginia 24011, Attention: Investor
Relations (telephone: (540) 345-6000) or by accessing American
National’s website at www.amnb.com under “Investors –
Financial Documents – Documents/Filings” or HomeTown’s website at
www.hometownbank.com under “Investors – Investor Relations –
SEC Filings.” The information on American National’s and HomeTown’s
websites is not, and shall not be deemed to be, a part of this
release or incorporated into other filings either company makes
with the SEC.
American National, HomeTown 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 American National and HomeTown in connection with the merger.
Information about the directors and executive officers of American
National is set forth in the proxy statement for American
National’s 2018 annual meeting of shareholders filed with the SEC
on April 12, 2018. Information about the directors and executive
officers of HomeTown is set forth in the proxy statement for
HomeTown’s 2018 annual meeting of shareholders filed with the SEC
on April 5, 2018. 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 American National and HomeTown 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, is inherently uncertain. Factors that could have a
material effect on the operations and future prospects of each of
American National and HomeTown and the resulting company, include
but are not limited to: (1) the businesses of American
National and/or HomeTown 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 timeframe; (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, legislation and regulation, and monetary and fiscal
policies of the U.S. government, including policies of the U.S.
Treasury, Office of the Comptroller of the Currency and the Board
of Governors of the Federal Reserve System; (7) the quality and
composition of the loan and securities portfolios, demand for loan
products, deposit flows, competition, and demand for financial
services in the companies’ respective market areas; (8) the
implementation of new technologies, and the ability to develop and
maintain secure and reliable electronic systems; (9) accounting
principles, policies, and guidelines; and (10) other risk
factors detailed from time to time in filings made by American
National and HomeTown with the SEC. American National and HomeTown
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.
For more information, contact:
Jeffrey V. Haley
President & Chief Executive Officer
American National Bankshares Inc.
haleyj@amnb.com
434.773.2259
Susan K. Still
President & Chief Executive Officer
HomeTown Bankshares Corporation
sstill@HomeTownBankVa.com
540.278.1705
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