Merger will bring together two high-performing
banking companies, strengthen United’s growing presence in the
Southeast
United Bankshares, Inc. (“United”) (NASDAQ: UBSI), the parent
company of United Bank, and Piedmont Bancorp, Inc. (“Piedmont”),
the parent company of The Piedmont Bank, today announced they have
entered into a definitive merger agreement under which United will
acquire Piedmont. This merger will bring together two
high-performing banking companies and strengthen United’s position
in the Mid-Atlantic and Southeast, making United the 39th largest
banking company in the U.S. based on market capitalization. This
transaction represents United’s 34th acquisition.
“We are excited to bring these two great companies together,”
said Richard M. Adams, Jr., CEO of United Bankshares, Inc. “We
share similar commitments to serving our customers and communities
with a relationship-focused approach. The greater Atlanta area is
the perfect addition to UBSI’s footprint, and we look forward to
being a part of the vibrant and fast-growing communities
there.”
The combined organization will have more than $32 billion in
assets and a network of over 240 locations across eight states and
Washington, D.C., in some of the most desirable banking markets in
the nation. Piedmont, headquartered in Peachtree Corners, Ga., has
assets of approximately $2.1 billion and 16 locations.
Pursuant to the merger agreement, United will acquire 100% of
the outstanding shares of Piedmont in exchange for common shares of
United. The exchange ratio will be fixed at 0.300 of United’s
shares for each share of Piedmont, resulting in an aggregate
transaction value of approximately $267 million. The merger has
been approved by the Boards of Directors of both companies.
“Piedmont is thrilled to join the United Bank family,” said
Monty Watson, Chairman and CEO, The Piedmont Bank. “We believe this
merger will allow us to better serve our current customers and
reach new audiences with enhanced products and services, all while
maintaining our personalized community bank approach.” Monty Watson
will serve as Regional President responsible for Georgia operations
at United upon the closing of the merger.
The merger is expected to close late in the fourth quarter of
2024 or early in the first quarter of 2025, subject to the
satisfaction of customary closing conditions, including approval by
the shareholders of Piedmont and the receipt of required regulatory
approvals which at the Federal level include the approval of the
Federal Reserve. Piedmont will merge into United, and The Piedmont
Bank will merge into United Bank, with United and United Bank being
the surviving entities.
Raymond James served as financial advisor and Bowles Rice LLP
and Sullivan & Cromwell LLP served as legal counsel to
United.
Piper Sandler & Co. and Burke Stelling Group, LLC served as
financial advisors to Piedmont, and Burke Stelling Group provided a
fairness opinion. Alston & Bird LLP served as legal counsel to
Piedmont.
About United Bankshares, Inc.
As of March 31, 2024, United had consolidated assets of
approximately $30 billion. United is the parent company of United
Bank, which comprises more than 225 offices located throughout
Washington, D.C., Virginia, West Virginia, Maryland, North
Carolina, South Carolina, Ohio, Pennsylvania, and Georgia. United’s
stock is traded on the NASDAQ Global Select Market under the
quotation symbol "UBSI".
About Piedmont Bancorp, Inc.
Piedmont is a $2.1 billion asset bank holding company
headquartered in Peachtree Corners, Ga. Through its subsidiary, The
Piedmont Bank, Piedmont operates 16 locations in the Atlanta area
and North Georgia dedicated to exceptional service and innovative
products for both business and personal banking.
Forward Looking Statements
This presentation and statements made by United Bankshares, Inc.
(“United”), and its management contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are intended to be covered by the safe
harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to,
statements about (i) the benefits of the merger between Piedmont
Bancorp, Inc. (“Piedmont”) and United (the “Merger”), 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 Piedmont’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,” “will,” 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 Piedmont and are
inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
beyond the control of United and Piedmont. 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 Piedmont 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 or
may result in the imposition of conditions that could adversely
affect the combined company or the expected benefits of the
transaction; (5) the shareholders of Piedmont 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 Piedmont are engaged; (7) the
possibility of increased scrutiny by, and/or additional regulatory
requirements of, governmental authorities as a result of the
transaction or the size, scope and complexity of United’s business
operations following the Merger; (8) competitive pressures on
product pricing and services; (9) success, impact, and timing of
United’s business strategies, including market acceptance of any
new products or services; (10) disruption from the Merger making it
more difficult to maintain relationships with employees, customers
or other parties with whom United and Piedmont have business
relationships; (11) diversion of management time on Merger-related
issues; (12) risks relating to the potential dilutive effect of the
shares of United common stock to be issued in the Merger; (13)
reputational risk and the reaction of each company’s customers,
suppliers, employees or other business partners to the transaction;
(14) the failure of the closing conditions in the merger agreement
to be satisfied, or any unexpected delay in closing the transaction
or the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; (15)
the outcome of any legal proceedings that may be instituted against
United or Piedmont; (16) general competitive, economic, political
and market conditions and other factors that may affect future
results of United and Piedmont, including changes in asset quality
and credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates and capital markets; 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; (17)
uncertainty in U.S. fiscal and monetary policy, including the
interest rate policies of the Federal Reserve Board; (18)
volatility and disruptions in global capital and credit markets;
and (19) the nature, extent, timing, and results of governmental
actions, examinations, reviews, reforms, regulations, and
interpretations. Additional factors, that could cause actual
results to differ materially from those expressed in the
forward-looking statements are discussed in 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 SEC and available on
the SEC’s Internet site (http://www.sec.gov).
United and Piedmont 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 Piedmont or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statements above. United and Piedmont 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.
Additional Information About the Merger and Where to Find
It
Shareholders of United and Piedmont 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 SEC in connection with the proposed Merger because it will
contain important information about United, Piedmont, the Merger,
the persons soliciting proxies in the Merger and their interests in
the Merger and related matters. The Merger will be submitted to
Piedmont’s shareholders for their consideration. 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 in favor of the Merger, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. 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
“Financials” and then under the heading “SEC Filings”. You are
urged to read the proxy statement/prospectus carefully, once it
becomes available, before making a decision concerning the
Merger.
Participants in the Transactions
United, Piedmont and their respective directors, executive
officers and certain other members of management and employees may
be deemed “participants” in the solicitation of proxies from
Piedmont’s shareholders in favor of the Merger. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the Piedmont’s
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, 2023 and in its definitive proxy statement filed
with the SEC on April 2, 2024.
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version on businesswire.com: https://www.businesswire.com/news/home/20240510366657/en/
Investor Contact: W. Mark Tatterson Chief Financial Officer
(800) 445-1347 ext. 8716
Media Contact: Jacquie Toppings VP, Director of Communications
Jacquie.Toppings@bankwithunited.com
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