Shareholders Vote to Authorize Premier Financial - Abigail Adams Merger
01 Settembre 2009 - 10:30PM
PR Newswire (US)
HUNTINGTON, W.Va., Sept. 1 /PRNewswire-FirstCall/ -- PREMIER
FINANCIAL BANCORP, INC. (PREMIER), (NASDAQ:PFBI), a $734 million
community bank holding company with six bank subsidiaries announced
today that the shareholders of Premier and the shareholders of
Abigail Adams National Bancorp, (Adams), a $382 million bank
holding company headquartered in Washington, DC (NASDAQ: AANB),
each voted to authorize the completion of the merger of the two
companies. On December 31, 2008, Premier announced an agreement to
acquire Adams. Under the terms of the agreement Premier will issue
0.4461 shares of its common stock for each share of Adams common
stock in a 100% stock exchange. Adams is parent company to two
subsidiary banks, Adams National Bank, headquartered in Washington,
DC and Consolidated Bank & Trust, headquartered in Richmond,
Virginia. Meetings of each company's shareholders were held today
at 10:00 a.m. in the respective cities in which they are
headquartered. The results of balloting at each meeting were more
than sufficient to approve the merger. Company officials anticipate
closing the transaction effective with the open of business on
October 1, 2009, the beginning of the next calendar quarter. Other
conditions precedent to completing the merger include the approval
by various bank regulatory agencies and Premier's participation in
the U.S. Treasury Department's Capital Purchase Program. In August
2009, Premier received written permission from the Federal Reserve
Board of Governors and from the Commonwealth of Virginia to merge
the two companies. In April 2009, Premier announced that it has
received preliminary approval for the sale of up to $24.1 million
of preferred stock and related common warrants under the U.S.
Treasury Department's Capital Purchase Program. The final approval
for Premier's participation in the Capital Purchase Program is
subject to satisfaction of standard closing conditions and the
execution of definitive agreements and closing documents. The
amount to be received by Premier is subject to change based upon
confirmation by the U.S. Treasury Department of eligible
risk-weighted assets as of the latest calendar quarter prior to
closing. Completion of the merger is subject to this and other
conditions set forth in the merger agreement. Premier's President
and CEO Robert W. Walker commented regarding the shareholder vote,
"We are pleased to have such strong support from our shareholders
to go ahead with the merger. I am also pleased to announce that
Adams National Bank has replaced me as their acting President and
Chief Executive Officer. On August 10, 2009, the bank hired Duane
Bickings as its new President and CEO after the Office of the
Comptroller of the Currency ("OCC") completed their review of Mr.
Bickings' qualifications. Mr. Bickings graduated from the United
States Military Academy at West Point, New York in 1974, and
following five years as an Artillery Officer stationed in Germany
and South Korea, he spent 21 years with Bank of America and
predecessor banks. The past 9 years he was Chief Credit Officer at
a large regional bank. He has extensive experience working with
regulatory agencies in improving the asset quality of community
banks in the Southeast. We are certainly delighted to have such a
talented individual on board to lead the team in Washington."
Certain Statements contained in this news release, including
without limitation statements including the word "believes,"
"anticipates," "intends," "expects" or words of similar import,
constitute "forward-looking statements" within the meaning of
section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of Premier to be
materially different from any future results, performance or
achievements of Premier expressed or implied by such
forward-looking statements. Such factors include, among others,
general economic and business conditions, changes in business
strategy or development plans and other factors referenced in this
press release. Given these uncertainties, prospective investors are
cautioned not to place undue reliance on such forward-looking
statements. Premier disclaims any obligation to update any such
factors or to publicly announce the results of any revisions to any
of the forward-looking statements contained herein to reflect
future events or developments. DATASOURCE: Premier Financial
Bancorp, Inc. CONTACT: Brien M. Chase, CFO, +1-304-525-1600
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