Atlantic Union Bankshares Corporation (“Atlantic Union”) (NYSE:
AUB) and American National Bankshares Inc. (“American National”)
(Nasdaq: AMNB) jointly announced today that they have entered into
a definitive merger agreement for Atlantic Union to acquire
American National in an all-stock transaction. Combining the two
organizations will strengthen Atlantic Union, the largest regional
bank headquartered in Virginia, by deepening its presence in
Southwest and Southside Virginia.
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The combined company will have total assets of $23.7 billion,
total deposits of $19.1 billion and gross loans of $17.3 billion,
based on financial data as of June 30, 2023.
“American National is a high-quality community bank with an
exceptional 114-year history, a strong core deposit base and
outstanding asset quality,” said John C. Asbury, President and
Chief Executive Officer of Atlantic Union. “This is a company and
leadership team we have long admired and know well, and the
relationship between our two banks spans decades. We expect that
our combined footprint will bring additional convenience to our
customers and position us as an even stronger competitor against
the large national, super-regional and smaller community banks.
Increasing our presence in Roanoke and entering Southside Virginia
will further build out our Virginia franchise and the transaction
will also allow us to gain meaningful entry into North Carolina’s
attractive Piedmont Triad region and Raleigh. With a more
diversified deposit base, expected synergies and enhanced growth
market opportunities, we believe the combined franchise will be
able to generate a higher level of financial performance for our
shareholders.”
“Partnering with Atlantic Union will unlock more value for all
of our stakeholders,” said Jeff Haley, Chairman, President and
Chief Executive Officer of American National. “In a rapidly
changing industry, this combination will give us the ability to
continue to meet our customers’ banking needs with new technology
and resources while providing increased opportunities for our
employees. I believe we are bringing together two of the best banks
in Virginia to realize tremendous opportunities. And at the root of
this partnership are two solid banks with very compatible cultures
which ultimately will make us stronger together.”
“As Jeff said, we are excited about the opportunity to bring two
of the best banks headquartered in Virginia together,” said Ron
Tillett, Chairman of Atlantic Union’s Board of Directors. “We
believe that the combination of our two companies creates a
uniquely valuable franchise that is able to better serve our
customers and markets while creating long-term shareholder
value.”
Two members of the American National board of directors, Nancy
Howell Agee and Joel R. Shepherd, will join the Atlantic Union
board of directors. After closing, Haley will assist in the
integration of the two companies and advise on the combined bank’s
regional community banking model in the legacy American National
markets and serve as the bank’s representative to two
Danville-based charitable trusts.
Under the terms of the merger agreement, each outstanding share
of American National common stock will be converted into the right
to receive 1.35 shares of Atlantic Union common stock, valuing the
transaction at approximately $416.8 million, or $39.23 per share,
based on Atlantic Union’s ten-day weighted average closing stock
price ending July 24, 2023.
The merger agreement has been unanimously approved by the board
of directors of each company. The companies expect to complete the
transaction in the first quarter of 2024, subject to the
satisfaction of customary closing conditions, including regulatory
approvals and American National shareholder approval.
Piper Sandler & Co. is acting as financial advisor to
Atlantic Union and Covington & Burling LLP is acting as its
legal advisor in the transaction. Keefe, Bruyette & Woods,
Inc., a Stifel Company, is acting as financial advisor to American
National and Williams Mullen is acting as its legal advisor in the
transaction.
Joint Investor Conference Call
Atlantic Union will host a conference call to discuss its second
quarter earnings at 9:00 a.m. Eastern Time today, July 25, 2023 and
American National will join to discuss today’s announcement.
The webcast with investor presentation can be accessed at:
https://edge.media-server.com/mmc/p/g5jw6mu3. For analysts who wish
to participate in the conference call, please register at the
following URL:
https://register.vevent.com/register/BI1a5d16a5982740369c57e980002f5ab6.
To participate in the conference call, you must use the link to
receive an audio dial-in number and an Access PIN.
Presentation slides for the conference call are available on
Atlantic Union’s investor website:
http://investors.atlanticunionbank.com and on American National’s
investor website:
https://americannationalbank.q4ir.com/overview/corporate-profile/default.aspx.
A replay of the conference call will be posted on Atlantic Union’s
investor website.
Media Availability
Senior leadership of Atlantic Union will be available virtually
to members of the news media from 3:15 p.m. to 3:45 p.m. Eastern
Time today, July 25, 2023. To participate, please contact Beth
Shivak, Atlantic Union’s SVP and Director of Corporate
Communications at: 804.327.5746.
About Atlantic Union Bankshares Corporation
Headquartered in Richmond, Virginia, Atlantic Union is the
holding company for Atlantic Union Bank. Atlantic Union Bank has
109 branches and approximately 125 ATMs located throughout
Virginia, and in portions of Maryland and North Carolina. Certain
non-bank financial services affiliates of Atlantic Union Bank
include: Atlantic Union Equipment Finance, Inc., which provides
equipment financing; Atlantic Union Financial Consultants, LLC,
which provides brokerage services; and Union Insurance Group, LLC,
which offers various lines of insurance products.
About American National Bankshares Inc.
American National is a multi-state bank holding company with
total assets of approximately $3.1 billion. Headquartered in
Danville, Virginia, American National is the parent company of
American National Bank and Trust Company. American National Bank is
a community bank serving Virginia and North Carolina with 26
banking offices. American National Bank also manages an additional
$1.2 billion of trust, investment and brokerage assets in its
Wealth Management Division.
Caution About Forward-Looking Statements
Certain statements in this press release constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Examples of
forward-looking statements include, but are not limited to,
statements regarding the outlook and expectations of Atlantic Union
with respect to the proposed transaction, the strategic benefits
and financial benefits of the proposed transaction, including the
expected impact of the proposed transaction on the combined
company’s future financial performance (including anticipated
accretion to earnings per share, the tangible book value earn-back
period and other operating and return metrics), the timing of the
closing of the proposed transaction, and the ability to
successfully integrate the combined businesses. Such statements are
often characterized by the use of qualified words (and their
derivatives) such as “may,” “will,” “anticipate,” “could,”
“should,” “would,” “believe,” “contemplate,” “expect,” “estimate,”
“continue,” “plan,” “project” and “intend,” as well as words of
similar meaning or other statements concerning opinions or judgment
of Atlantic Union or American National or their management about
future events. Forward-looking statements are based on assumptions
as of the time they are made and are subject to risks,
uncertainties and other factors that are difficult to predict with
regard to timing, extent, likelihood and degree of occurrence,
which could cause actual results to differ materially from
anticipated results, expressed or implied by such forward-looking
statements. Such risks, uncertainties and assumptions, include,
among others, the following:
- the occurrence of any event, change or other circumstances that
could give rise to the right of one or both of the parties to
terminate the merger agreement;
- the failure to obtain necessary regulatory approvals (and the
risk that such approvals may result in the imposition of conditions
that could adversely affect the combined company or the expected
benefits of the proposed transaction) and the approval by American
National shareholders, on a timely basis or at all;
- the possibility that the anticipated benefits of the proposed
transaction, including anticipated cost savings and strategic
gains, are not realized when expected or at all;
- the possibility that the integration of the two companies may
be more difficult, time-consuming or costly than expected;
- the impact of purchase accounting with respect to the proposed
transaction, or any change in the assumptions used regarding the
assets acquired and liabilities assumed to determine their fair
value and credit marks;
- the outcome of any legal proceedings that may be instituted
against Atlantic Union or American National;
- the possibility that the proposed transaction may be more
expensive or take longer to complete than anticipated, including as
a result of unexpected factors or events;
- diversion of management’s attention from ongoing business
operations and opportunities;
- potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the proposed transaction;
- changes in Atlantic Union’s or American National’s share price
before closing;
- risks relating to the potential dilutive effect of shares of
Atlantic Union’s common stock to be issued in the proposed
transaction;
- other factors that may affect future results of Atlantic Union
or American National including changes in asset quality and credit
risk; the inability to sustain revenue and earnings growth; changes
in interest rates; deposit flows; inflation; customer borrowing,
repayment, investment and deposit practices; the impact, extent and
timing of technological changes; capital management activities; and
other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms.
Although each of Atlantic Union and American National believes
that its expectations with respect to forward-looking statements
are based upon reasonable assumptions within the bounds of its
existing knowledge of its business and operations, there can be no
assurance that actual results of Atlantic Union or American
National will not differ materially from any projected future
results expressed or implied by such forward-looking statements.
Additional factors that could cause results to differ materially
from those described above can be found in Atlantic Union’s most
recent annual report on Form 10-K and quarterly reports on Form
10-Q, and other documents subsequently filed by Atlantic Union with
the Securities Exchange Commission (“SEC”), and in American
National’s most recent annual report on Form 10-K and quarterly
reports on Form 10-Q, and other documents subsequently filed by
American National with the SEC. The actual results anticipated may
not be realized or, even if substantially realized, they may not
have the expected consequences to or effects on Atlantic Union,
American National or their respective businesses or operations.
Investors are cautioned not to rely too heavily on any such
forward-looking statements. Forward-looking statements speak only
as of the date they are made and Atlantic Union and American
National undertake no obligation to update or clarify these
forward-looking statements, whether as a result of new information,
future events or otherwise.
Important Additional Information and Where to Find It
In connection with the proposed transaction, Atlantic Union
intends to file with the SEC a Registration Statement on Form S-4
(“Registration Statement”) that will include a Proxy Statement of
American National and a Prospectus of Atlantic Union (“Proxy
Statement/Prospectus”), and each of Atlantic Union and American
National may file with the SEC other relevant documents concerning
the proposed transaction. A definitive Proxy Statement/Prospectus
will be sent to the shareholders of American National to seek their
approval of the proposed transaction. Before making any voting
or investment decision, investors and shareholders of
American National are urged to read the Registration Statement and
Proxy Statement/Prospectus regarding the proposed transaction when
they become available and any other relevant documents filed with
the SEC, as well as any amendments or supplements to those
documents, because they will contain important information about
Atlantic Union, American National and the proposed transaction and
related matters.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or the solicitation
of any vote or approval with respect to the proposed transaction
between Atlantic Union and American National. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, and no
offer to sell or solicitation of an offer to buy shall be made in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
A copy of the Registration Statement, Proxy
Statement/Prospectus, as well as other filings containing
information about Atlantic Union and American National, may be
obtained, free of charge, at the SEC’s website (http://www.sec.gov)
when they are filed. You will also be able to obtain these
documents, when they are filed, free of charge, from Atlantic Union
by accessing Atlantic Union’s website at
https://investors.atlanticunionbank.com or from American National
by accessing American National’s website at
https://amnb.com/investors. Copies of the Registration Statement,
Proxy Statement/Prospectus and the filings with the SEC that will
be incorporated by reference therein can also be obtained, without
charge, by directing a request to Atlantic Union Investor
Relations, Atlantic Union Bankshares Corporation, 4300 Cox Road,
Richmond, Virginia 23060, or by calling 804.448.0937, or to
American National by directing a request to American National
Investor Relations, American National Bankshares Inc., 628 Main
Street, Danville, Virginia 24541 or by calling 434.792.5111. The
information on Atlantic Union’s and American National’s websites is
not, and shall not be deemed to be, a part of this communication or
incorporated into other filings either company makes with the
SEC.
Participants in the Solicitation
Atlantic Union, American National and certain of their
respective directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding Atlantic Union’s
directors and executive officers is available in its definitive
proxy statement, which was filed with the SEC on March 21, 2023,
and the other documents filed with the SEC. Information regarding
American National’s directors and executive officers is available
in its definitive proxy statement, which was filed with the SEC on
April 6, 2023, and he other documents filed with the SEC.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Registration
Statement, Proxy Statement/Prospectus and other relevant materials
to be filed with the SEC, when they become available. Free copies
of these documents may be obtained as described in the preceding
paragraph.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230725140351/en/
Bill Cimino (804) 448-0937, SVP and Director of Investor
Relations of Atlantic Union Jeffrey W. Farrar (434) 773-2274, Chief
Operating and Chief Financial Officer of American National
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