MVB Financial Corp. (NASDAQ: MVBF) (“MVB” or the “Company”)
announced today the preliminary results of its modified “Dutch
auction” tender offer to purchase, for cash, up to $45.0 million of
its common stock at a price per share not less than $18.00 and not
greater than $20.25, which expired at 5:00 p.m., New York City
time, at the end of the day on December 18, 2020.
Based on the preliminary count by Computershare Trust Company,
N.A., the depositary for the tender offer, a total of 536,490
shares of MVB’s common stock, $1.00 par value per share, were
properly tendered and not properly withdrawn at or below the
purchase price of $20.25 per share, including 23,893 shares that
were tendered by notice of guaranteed delivery. No shares were
conditionally tendered based on the preliminary count by the
depositary.
In accordance with the terms and conditions of the tender offer,
and based on the preliminary count by the depositary, the Company
expects to acquire approximately 536,490 shares of its common stock
at a price of $20.25 per share, for an aggregate cost of
approximately $10,863,922, excluding fees and expenses relating to
the tender offer. These shares represent approximately 4.5 percent
of the shares outstanding as of December 18, 2020.
The number of shares to be purchased and the purchase price are
preliminary and subject to change. The preliminary information
contained in this press release is subject to confirmation by the
depositary and is based on the assumption that all shares tendered
through notice of guaranteed delivery will be delivered within the
two trading day settlement period. The final number of shares to be
purchased and the final purchase price will be announced following
the expiration of the guaranteed delivery period and completion by
the depositary of the confirmation process. Payment for the shares
accepted for purchase under the tender offer, and return of all
other shares tendered and not purchased, will occur promptly
thereafter.
On or before December 31, 2021, the Company may repurchase from
time to time additional shares of common stock that were not
otherwise purchased in the tender offer under the Company’s
previously announced stock repurchase program, which repurchases
may occur from time to time, on the open market or otherwise, at
such prices and upon such terms as the Company may determine and
otherwise in accordance with applicable law. The Company is
prohibited by SEC rules from purchasing any additional shares of
common stock, other than in the tender offer, until at least ten
business days have elapsed after the expiration date. Accordingly,
any additional purchases may not be consummated until at least ten
business days have elapsed after the tender offer expiration date
of December 18, 2020. The Company may also consider from time to
time various other means of returning additional excess capital to
shareholders, including dividends, tender offers, privately
negotiated transactions and/or accelerated share repurchases. The
Company’s stock repurchase program may be modified, suspended or
discontinued at any time and does not commit the Company to
repurchase shares of its common stock that were not otherwise
purchased in the tender offer. The actual number and value of the
shares to be purchased under the stock repurchase program or
through other means of returning additional excess capital will
depend on the performance of the Company’s results of operations,
financial position and capital requirements, general business
conditions, legal, tax and regulatory constraints or restrictions,
any contractual restrictions and other factors the Company deems
relevant.
The information in this press release describing the tender
offer is for informational purposes only and does not constitute an
offer to buy or the solicitation of an offer to sell shares of
common stock in the tender offer. The tender offer was made only
pursuant to the Offer to Purchase and the related materials that
the Company filed with the SEC, as amended or supplemented.
Stockholders who have questions or would like additional
information about the tender offer may contact the information
agent for the tender offer, Georgeson LLC, at (800) 733-6198.
Certain Information Regarding the Tender Offer
The information in this press release describing the Tender
Offer is for informational purposes only and does not constitute an
offer to buy or the solicitation of an offer to sell shares of
Common Stock in the Tender Offer or an offer to sell or the
solicitation of an offer to purchase any new securities. The Tender
Offer is being made only pursuant to the Offer to Purchase and the
related materials that the Company is filing with the SEC, and will
distribute to its stockholders, as such materials may be amended or
supplemented. Stockholders should read such Offer to Purchase and
related materials carefully and in their entirety because they
contain important information, including the various terms and
conditions of the Tender Offer. Stockholders of the Company may
obtain a free copy of the Tender Offer statement on Schedule TO,
the Offer to Purchase and other documents that the Company is
filing with the SEC from the SEC’s website at www.sec.gov.
Stockholders also will be able to obtain a copy of these documents,
without charge, from Georgeson LLC, the information agent for the
Tender Offer, toll free at (800) 733-6198 or Raymond James &
Associates, Inc. at (312) 655-2964. Stockholders should carefully
read all of these materials prior to making any decision with
respect to the Tender Offer. Stockholders and investors who have
questions or need assistance may call Georgeson LLC toll free at
(800) 733-6198.
About MVB Financial Corp.
MVB Financial Corp., the holding company of MVB Bank, Inc., is
publicly traded on The Nasdaq Capital Market® (“Nasdaq”) under the
ticker “MVBF.” Nasdaq is a leading global provider of trading,
clearing, exchange technology, listing, information and public
company services. Through its subsidiary, MVB Bank, Inc., and its
subsidiaries, MVB Community Development Corporation, Chartwell
Compliance and Paladin, the Company provides financial services to
individuals and corporate clients in the Mid-Atlantic region and
beyond. Chartwell Compliance is one of the world’s leading
specialist firms in state and federal compliance and market entry
facilitation for firms entering into or expanding in North America,
serving many of the most high-profile providers of the Fintech
industry. For more information about MVB, please visit
http://ir.mvbbanking.com.
Forward-looking Statements
The Company has made forward-looking statements, within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
in this press release. These forward-looking statements are based
on current expectations about the future and subject to risks and
uncertainties. Forward-looking statements include, without
limitation, information concerning possible or assumed future
results of operations of the Company and its subsidiaries. When
words such as “may,” “plans,” “believes,” “expects,” “anticipates,”
“continues,” “may” or similar expressions occur in this press
release, the Company is making forward-looking statements. Note
that many factors could affect the future financial results of the
Company and its subsidiaries, both individually and collectively,
and could cause those results to differ materially from those
expressed in the forward-looking statements contained in this press
release. Those factors include but are not limited to: the
possibility that shareholders will not be receptive to the tender
offer; the Company’s ability to consummate the Tender Offer or the
related financing necessary to generate proceeds to fund the Tender
Offer on favorable terms, changes in general market, economic, tax,
regulatory or industry conditions that impact the ability or
willingness of the Company to consummate the above-described
transactions on the terms described above or at all; credit risk;
changes in market interest rates; length and severity of the recent
COVID-19 (coronavirus) outbreak and its impact on the Company’s
business and financial condition; economic downturn or recession;
and government regulation and supervision. Additional factors that
may cause actual results to differ materially from those described
in the forward-looking statements can be found in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2019, as
well as its other filings with the SEC, which are available on the
SEC website at www.sec.gov. Except as required by law, the Company
undertakes no obligation to update or revise any forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20201221005687/en/
MEDIA CONTACT Amy Baker VP, Corporate Communications and
Marketing MVB Financial Corp. abaker@mvbbanking.com (844) 682-2265
INVESTOR RELATIONS Marcie Lipscomb mlipscomb@mvbbanking.com (844) 682-2265
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