FNB Corporation and Virginia Financial Group, Inc. to Combine in a Merger of Equals
26 Luglio 2007 - 10:59PM
PR Newswire (US)
CHRISTIANSBURG, Va. and CHARLOTTESVILLE, Va., July 26 /PRNewswire-
FirstCall/ -- FNB Corporation (FNB) (NASDAQ:FNBP) and Virginia
Financial Group, Inc. (VFG) (NASDAQ:VFGI) announced today that they
have entered into a definitive agreement to combine in a merger of
equals transaction, creating the largest independent bank holding
company headquartered in the Commonwealth of Virginia. Under the
terms of the merger agreement, FNB shareholders will receive 1.5850
shares of VFG common stock for each of their shares of FNB common
stock, with each share of VFG common stock becoming one share of
common stock of the resulting holding company. FNB and VFG will
consolidate their banking subsidiaries into one state-chartered
bank. Both the resulting holding company and its banking subsidiary
will be renamed and will initially consist of 67 full-service
banking offices, total assets of over $3 billion and total deposits
of approximately $2.6 billion. In addition, the resulting company's
combined trust and wealth management unit will have approximately
$1 billion in assets under management. The resulting holding
company will be headquartered in Charlottesville, Virginia, with
its banking subsidiary and operations center headquartered in
Christiansburg, Virginia. The resulting holding company will be
governed by a Board of Directors of up to 24 directors, with equal
representation from FNB and VFG. The banking subsidiary's Board of
Directors will also have equal representation from FNB and VFG.
Current FNB President and Chief Executive Officer William P. Heath,
Jr. will serve as Chairman of the Board for the resulting holding
company. Current VFG President and Chief Executive Officer O. R.
Barham, Jr. will serve as President and Chief Executive Officer for
the resulting holding company. Gregory W. Feldmann, current FNB
Chief Operating Officer and President and Chief Executive Officer
of FNB's subsidiary, First National Bank, will serve as President
and Chief Executive Officer of the resulting banking subsidiary.
Raymond D. Smoot, Jr., current Chairman of the Board of FNB's First
National Bank, will serve as Chairman of the Board of the resulting
banking subsidiary. Current VFG Executive Vice President and Chief
Operating Officer Litz Van Dyke will serve as Executive Vice
President and Chief Operating Officer for the resulting holding
company, and current VFG Executive Vice President and Chief
Financial Officer Jeffrey W. Farrar will serve as Executive Vice
President and Chief Financial Officer for the resulting holding
company. The merger is subject to customary closing conditions,
including approval by VFG's and FNB's shareholders and by both
companies' regulatory agencies. The merger, which is expected to
yield approximately $9.4 million in annual cost savings for the
resulting holding company and banking subsidiary, is anticipated to
be completed during the last quarter of 2007. Combined transaction
costs for FNB and VFG are estimated at $8.5 million and are
expected to be incurred in 2007. "This combination will create the
largest independent bank holding company based in Virginia, and
will enable us to better leverage resources and enhance our ability
to achieve greater earnings and balance sheet growth. We see this
transaction as a unique opportunity to bring two very compatible
companies together in a combined company that will be much stronger
than the sum of its parts. VFG and FNB have earned reputations as
high quality community-focused banks with solid infrastructures
that provide excellent service to their customers. While there is
no overlap between our branch networks, we operate in contiguous
regions of Virginia. Our people are our strength, and both
companies have empowered them to make decisions that fulfill our
customers' needs," said Bill Heath, President and Chief Executive
Officer of FNB. "VFG and FNB share similar cultures and visions for
the future. We look forward to integrating the companies and
creating a strong platform for expanding the combined company's
branch network and ultimately seeking acquisition opportunities and
merger partners. We believe our customers will appreciate the
expanded geographic footprint, and the communities we serve will
benefit from our enhanced ability to compete in the marketplace.
Our employees will be partnered with a larger, more vibrant company
with more opportunities for advancement, and we believe our
shareholders will benefit from significant increased earnings
opportunities. The merger will provide a combination of both fast
growing and stable markets across a contiguous franchise," said Ed
Barham, President and Chief Executive Officer of VFG. FNB was
advised by Davenport & Company LLC, which rendered a fairness
opinion to the FNB Board of Directors, and Troutman Sanders LLP
served as legal advisor to FNB. VFG was advised by Sandler O'Neill
+ Partners L.P., which rendered a fairness opinion to the VFG Board
of Directors, and LeClair Ryan, A Professional Corporation served
as legal advisor to VFG. About the Companies VFG is the holding
company for Planters Bank & Trust Company of Virginia in
Staunton; Second Bank & Trust in Culpeper; and Virginia
Commonwealth Trust Company in Culpeper. VFG is a traditional
community banking provider, offering a full range of business and
consumer banking services including trust and asset management
service via its trust company affiliate. VFG maintains a network of
40 branches and two loan production offices serving Northern,
Central and Southwest Virginia. It also maintains five trust and
investment service offices in the same markets. The common stock of
VFG is traded on the NASDAQ Global Select Market under the symbol
"VFGI." FNB is the holding company for First National Bank,
headquartered in Christiansburg and operating 27 full-service
branches and two loan production offices. FNB offers a range of
commercial and retail banking products and services including
checking, savings and time deposits, individual retirement
accounts, merchant bankcard processing, residential and commercial
mortgages, home equity loans, consumer installment loans,
agricultural loans, small business, and FHA and SBA guaranteed
loans, commercial loans, lines and letters of credit as well as
trust services and investment products. The common stock of FNB is
traded on the NASDAQ Global Select Market under the symbol "FNBP."
Additional Information About the Merger and Where to Find It In
connection with the proposed merger, VFG will file with the
Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 to register the shares of VFG common stock to
be issued to the shareholders of FNB. The registration statement
will include a joint proxy statement/prospectus which will be sent
to the shareholders of VFG and FNB seeking their approval of the
merger. In addition, each of VFG and FNB may file other relevant
documents concerning the proposed merger with the SEC. WE URGE
INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT
ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VFG, FNB AND
THE PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of these documents through the website maintained by
the SEC at http://www.sec.gov/. Free copies of the joint proxy
statement/prospectus also may be obtained by directing a request by
telephone or mail to Virginia Financial Group, Inc., 1807 Seminole
Trail, Suite 104, Charlottesville, Virginia 22901, Attention:
Investor Relations (telephone: (434) 964-2217) or FNB Corporation,
105 Arbor Drive, P.O. Box 600, Christiansburg, Virginia 24068,
Attention: Investor Relations (telephone: (540) 382-6042) or by
accessing VFG's website at http://www.vfgi.net/ under "SEC Filings
and Other Documents" or FNB's website at http://www.fnbonline.com/
under "Investor Relations/SEC Filings." The information on VFG's
and FNB's websites is not, and shall not be deemed to be, a part of
this release or incorporated into other filings either company
makes with the SEC. VFG and FNB and their respective directors,
executive officers and members of management may be deemed to be
participants in the solicitation of proxies from the shareholders
of VFG and/or FNB in connection with the merger. Information about
the directors and executive officers of VFG is set forth in the
proxy statement for VFG's 2007 annual meeting of shareholders filed
with the SEC on March 28, 2007. Information about the directors and
executive officers of FNB is set forth in the proxy statement for
FNB's 2007 annual meeting of shareholders filed with the SEC on
March 30, 2007. Additional information regarding the interests of
these participants and other persons who may be deemed participants
in the merger may be obtained by reading the joint proxy
statement/prospectus regarding the merger when it becomes
available. Caution Regarding Forward-Looking Statements Statements
made in this release, other than those concerning historical
financial information, may be considered forward-looking
statements, which speak only as of the date of this release and are
based on current expectations and involve a number of assumptions.
These include statements as to the anticipated benefits of the
merger, including future financial and operating results, cost
savings and enhanced revenues that may be realized from the merger
as well as other statements of expectations regarding the merger
and any other statements regarding future results or expectations.
Each of VFG and FNB intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995 and is including this statement for purposes of these
safe harbor provisions. The companies' respective abilities to
predict results, or the actual effect of future plans or
strategies, is inherently uncertain. Factors which could have a
material effect on the operations and future prospects of each of
VFG and FNB and the resulting company, include but are not limited
to: (1) the businesses of VFG and/or FNB may not be integrated
successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected revenue
synergies and cost savings from the merger may not be fully
realized or realized within the expected time frame; (3) revenues
following the merger may be lower than expected; (4) customer and
employee relationships and business operations may be disrupted by
the merger; (5) the ability to obtain required regulatory and
shareholder approvals, and the ability to complete the merger on
the expected timeframe may be more difficult, time-consuming or
costly than expected; (6) changes in interest rates, general
economic conditions, legislative/regulatory changes, monetary and
fiscal policies of the U.S. government, including policies of the
U.S. Treasury and the Federal Reserve Board; the quality and
composition of the loan and securities portfolios; demand for loan
products; deposit flows; competition; demand for financial services
in the companies' respective market areas; their implementation of
new technologies; their ability to develop and maintain secure and
reliable electronic systems; and accounting principles, policies,
and guidelines, and (7) other risk factors detailed from time to
time in filings made by VFG or FNB with the SEC. VFG and FNB
undertake no obligation to update or clarify these forward-looking
statements, whether as a result of new information, future events
or otherwise. This release shall not constitute an offer to sell or
the solicitation of an offer to buy securities in any jurisdiction
in which such solicitation would be unlawful. DATASOURCE: FNB
Corporation; Virginia Financial Group, Inc. CONTACT: Investor
Relations - Jeffrey W. Farrar, EVP & CFO, +1-434-964-2217, or
O.R. Ed Barham, Jr., President and CEO, +1-540-718-0254; or
Community Relations - Linda Caldwell, Director of Marketing,
+1-434-964-2307, all of Virginia Financial Group; or William P.
Heath, Jr., +1-540-382-6041, , or Gregory W. Feldmann,
+1-540-378-1505, , both of FNB Corporation Web site:
http://www.vfgi.net/ http://www.fnbonline.com/
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