United Bankshares, Inc. (“United”) (NASDAQ: UBSI) Chairman and
Chief Executive Officer, Richard M. Adams, announced the signing of
a definitive merger agreement with Virginia Commerce Bancorp, Inc.
(“VCBI”). The acquisition of VCBI will afford United the
opportunity to significantly enhance its existing footprint in the
Washington, D.C. Metropolitan Statistical Area. Since 1982, United
has completed and effectively integrated 28 acquisitions.
VCBI, which is headquartered in Arlington, Virginia, has $2.8
billion in assets and 28 banking offices, one residential mortgage
origination office and one wealth management office. VCBI locations
are in the Northern Virginia suburbs of Washington, D.C. With the
acquisition of VCBI, United’s assets will grow to approximately
$11.2 billion.
United will acquire 100% of the outstanding shares of VCBI in
exchange for common shares of United. The exchange ratio will be
fixed at 0.5442 of United’s shares for each share of VCBI which
equates to a deal value of $14.00 per share, or approximately
$490.6 million in the aggregate, based on United’s ten-day average
closing price of $25.73 as of January 29, 2013. The transaction,
which has been unanimously approved by both United’s and VCBI’s
Boards of Directors, is expected to close in the third quarter of
2013, pending regulatory approvals and the approval of United’s and
VCBI’s shareholders.
The aggregate consideration of the transaction is approximately
$490.6 million based on VCBI’s common shares outstanding, plus
outstanding options and warrants. The announced price represents a
premium of 15% over VCBI’s closing price on January 29, 2013, and
1.82 times VCBI’s tangible book value at December 31, 2012.
Adams stated, “We are very excited about our merger with VCBI,
which creates the leading independent community bank operating
throughout the most attractive markets in Northern Virginia and
Washington, D.C. VCBI is a well-run banking franchise and will be a
great partner for United.”
Peter A. Converse, VCBI’s President and Chief Executive Officer
said, “We look forward to joining the United team. Our merger
creates superior value for our shareholders and will enable us to
better serve our customers, employees and communities.”
With this acquisition, United will hold the #8 deposit market
share position in the Washington, D.C. MSA. United currently has
$8.4 billion in assets and 115 full-service offices in Ohio, West
Virginia, Virginia, Maryland, Pennsylvania and Washington, D.C.
Keefe, Bruyette & Woods, Inc. served as financial advisor
and Bowles Rice LLP provided legal counsel to United Bankshares,
Inc.
Sandler O’Neill + Partners, L.P. served as financial advisor and
Troutman Sanders LLP served as legal counsel to Virginia Commerce
Bancorp, Inc.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited
to, statements about (i) the benefits of a merger (the "Merger")
between Virginia Commerce Bancorp, Inc. ("VCBI") and United
Bankshares, Inc. ("United"), including future financial and
operating results, cost savings enhancements to revenue and
accretion to reported earnings that may be realized from the
Merger; (ii) United's and VCBI’s plans, objectives, expectations
and intentions and other statements contained in this press release
that are not historical facts; and (iii) other statements
identified by words such as "expects" "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," "targets," "projects,"
or words of similar meaning generally intended to identify
forward-looking statements. These forward-looking statements are
based upon the current beliefs and expectations of the respective
managements of United and VCBI and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the control of United and
VCBI. In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and
decisions that are subject to change. Actual results may differ
materially from the anticipated results discussed in these
forward-looking statements because of possible uncertainties.
The following factors, among others, could cause actual results
to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of United and VCBI may not be combined successfully, or
such combination may take longer, be more difficult, time-consuming
or costly to accomplish than expected; (2) the expected growth
opportunities or cost savings from the Merger may not be fully
realized or may take longer to realize than expected; (3) deposit
attrition, operating costs, customer losses and business disruption
following the Merger, including adverse effects on relationships
with employees, may be greater than expected; (4) the regulatory
approvals required for the Merger may not be obtained on the
proposed terms or on the anticipated schedule; (5) the stockholders
of United and VCBI may fail to approve the Merger; (6) legislative
or regulatory changes, including changes in accounting standards,
may adversely affect the businesses in which United and VCBI are
engaged; (7) the interest rate environment may further compress
margins and adversely affect net interest income; (8) results may
be adversely affected by continued diversification of assets and
adverse changes to credit quality; (9) competition from other
financial services companies in United's and VCBI's markets could
adversely affect operations; and (10) the economic slowdown could
continue to adversely affect credit quality and loan originations.
Additional factors, that could cause actual results to differ
materially from those expressed in the forward-looking statements
are discussed in VCBI’s and United’s reports (such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed with the Securities and Exchange
Commission and available on the SEC's Internet site
(http://www.sec.gov).
United and VCBI caution that the foregoing list of factors is
not exclusive. All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters
attributable to United or VCBI or any person acting on their behalf
are expressly qualified in their entirety by the cautionary
statements above. United and VCBI do not undertake any obligation
to update any forward-looking statement to reflect circumstances or
events that occur after the date the forward-looking statements are
made.
Participants in the
Transactions
United, VCBI and their respective directors, executive officers
and certain other members of management and employees may be deemed
“participants” in the solicitation of proxies from VCBI’s
shareholders in favor of the merger with United. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the VCBI
shareholders in connection with the proposed merger will be set
forth in the proxy statement/prospectus when it is filed with the
SEC.
You can find information about the executive officers and
directors of United in its Annual Report on Form 10-K for the year
ended December 31, 2011 and in its definitive proxy statement
filed with the SEC on April 4, 2012. You can find information about
VCBI’s executive officers and directors in its Annual Report on
Form 10-K for the year ended December 31, 2011 and in its
definitive proxy statement filed with the SEC on March 14, 2012.
You can obtain free copies of these documents from United, or VCBI
using the contact information above.
Additional Information About the Merger
and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval.
Shareholders of VCBI and other investors are urged to read the
proxy statement/prospectus that will be included in the
registration statement on Form S-4 that United will file with the
Securities and Exchange Commission in connection with the proposed
merger because it will contain important information about United,
VCBI, the merger, the persons soliciting proxies in the merger and
their interests in the merger and related matters. Investors will
be able to obtain all documents filed with the SEC by United free
of charge at the SEC's Internet site (http://www.sec.gov). In
addition, documents filed with the SEC by United will be available
free of charge from the Corporate Secretary of United Bankshares,
Inc., 514 Market Street, Parkersburg, West Virginia 26101 telephone
(304) 424-8800. The proxy statement/prospectus (when it is
available) and the other documents may also be obtained for free by
accessing United’s website at www.ubsi-inc.com under the tab
“Investor Relations” and then under the heading “SEC Filings” or by
accessing VCBI’s website at www.vcbonline.com under the tab “About
VCB” and then under the heading “Investor Relations”, “Financial
Documents” and “SEC Filings”. You are urged to read the proxy
statement/prospectus carefully before making a decision concerning
the merger. You are urged to read the proxy statement/prospectus
carefully before making a decision concerning the merger.
Virginia Commerce Bancorp (MM) (NASDAQ:VCBI)
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