Premier Community Bankshares, Inc. to Acquire Albemarle First Bank
13 Enero 2006 - 6:59AM
PR Newswire (US)
WINCHESTER, Va. and CHARLOTTESVILLE, Va., Jan. 13
/PRNewswire-FirstCall/ -- - Premier Community Bankshares, Inc.
(NASDAQ:PREM) and Albemarle First Bank (NASDAQ:AFBK) announced
today that they have entered into a definitive agreement providing
for the merger of the two companies. Under the terms of the
transaction, Albemarle First will merge into Rockingham Heritage
Bank, a wholly owned subsidiary of Premier, and continue operations
as Albemarle First Bank, a separate division of Rockingham
Heritage. The merger will result in an institution with combined
assets of over $800 million and a network of 22 full-service
banking locations in Virginia and West Virginia. Donald L. Unger,
Premier's President and Chief Executive Officer, stated "The
Charlottesville market has been a strategic priority for Premier
Community Bankshares and, with Albemarle First Bank, we have found
an excellent partner. Over the next five years, growth in the
greater Charlottesville area is expected to exceed that of Virginia
and be commensurate with the high growth in our current market
areas." John K. Stephens, President and Chief Executive Officer of
Rockingham Heritage Bank, added, "We believe that, by combining
Rockingham Heritage's retail banking model with Albemarle First's
market knowledge and lending expertise, Albemarle First Bank can
become the premier community bank in the Charlottesville area, and
that is our goal." Thomas M. Boyd, Jr., Albemarle First Bank's
President and Chief Executive Officer stated, "We are delighted to
partner with Premier, an outstanding bank holding company with an
excellent track record of enhancing shareholder value. By joining
with Premier, Albemarle First Bank will be able to offer a greater
array of products and services to our loyal customer base. We will
also have greater access to capital to support our growth plans in
the greater Charlottesville area as well as the expanding credit
needs of our customers." Under the terms of the merger agreement,
Premier will issue to the shareholders of Albemarle First, for each
share of Albemarle First common stock that they own, a number of
shares of Premier common stock with an aggregate market value equal
to $15.80 per share or $15.80 in cash, subject to the limitation
that no less than 35% and no more than 50% of the total
consideration will be in the form of cash. Shareholders of
Albemarle First may elect to receive Premier common stock, cash, or
a combination of common stock and cash for their shares of
Albemarle First common stock, subject to pro ration in the event
that the aggregate cash elections are less than the 35% minimum or
exceed the 50% maximum. The actual number of shares of Premier
common stock to be issued in the transaction for each share of
Albemarle First common stock will be determined based upon the
average closing prices of Premier common stock over a period of
time preceding the closing of the transaction and, subject to
certain exceptions described in the definitive agreement, will not
exceed 0.8681, or be less than 0.6529, shares of Premier common
stock for each share of Albemarle First common stock. The merger is
expected to close in the second quarter of 2006. The transaction
has been approved by the boards of directors of both companies and
is subject to the approval of Albemarle First's shareholders and
customary regulatory approvals. The transaction has been valued at
approximately $29 million. The transaction value reflects the
assumption by Premier of all outstanding Albemarle First stock
options and the exercise or cancellation prior to the closing of
the transaction of all warrants to acquire Albemarle First common
stock that are currently outstanding. The transaction is expected
to be accretive to Premier's cash earnings per share in the first
full year of combined operations, exclusive of non-recurring
restructuring costs, and accretive to both cash and reported
earnings per share in 2007. Premier expects to achieve annualized
pre-tax cost savings and revenue enhancements of approximately $1.7
million, which are expected to be fully phased-in over the one-year
period following closing. Three members of Albemarle First's board
of directors will join the Rockingham Heritage board, including Mr.
Boyd. Mr. Boyd will also join the board of Premier, and a separate
advisory board of Albemarle First will be established for the
greater Charlottesville market. Davenport & Company LLC served
as financial advisor and Williams Mullen served as legal advisor to
Premier. Anderson & Strudwick, Inc. served as financial advisor
and Troutman Sanders LLP served as legal advisor to Albemarle
First. Premier is the holding company for the Marathon Bank and
Rockingham Heritage in Virginia and Premier Bank in West Virginia
and has total assets of $665 million as of September 30, 2005. The
three subsidiary banks have 19 branch offices serving the
Shenandoah Valley region of Virginia and the eastern panhandle of
West Virginia. Albemarle First has three branches in the
Charlottesville, Virginia area and has total assets of $120 million
as of September 30, 2005. Information about Premier and Albemarle
First Premier will file with the Securities and Exchange Commission
a registration statement on Form S-4 to register the shares of
Premier's common stock to be issued to the shareholders of
Albemarle First in connection with the proposed transaction. The
registration statement will include a proxy statement/prospectus
that will be sent to the shareholders of Albemarle First seeking
their approval of the proposed merger. The proxy
statement/prospectus will contain important information about
Premier, Albemarle First and the merger and about the persons
soliciting proxies from Albemarle First's shareholders in the
merger, including the officers and directors of Albemarle First,
and their interests in the merger, such as their stock ownership in
Albemarle First. Additional information about Albemarle First's
directors and executive officers is included in Albemarle First's
Annual Report on Form 10- KSB for the year ended December 31, 2004,
as amended, which was filed with the Board of Governors of the
Federal Reserve System and is available on Albemarle First's
website at http://www.albemarlefirstbank.com/ and at the Albemarle
First address provided below. Premier and Albemarle First urge the
shareholders of Albemarle First and other investors to read the
registration statement on Form S-4 and the proxy
statement/prospectus included in the registration statement on Form
S-4, and any other relevant documents to be filed with the SEC in
connection with the proposed transaction, because they will contain
important information about Premier, Albemarle First and the
proposed transaction. Shareholders and investors may obtain free
copies of the proxy statement/prospectus and other documents
related to the merger, once they are filed with the SEC, through
the SEC's web site at http://www.sec.gov/. Free copies of the proxy
statement/prospectus and other relevant documents also may be
obtained by directing a request by telephone or mail to the
following: Premier Community Bankshares, Inc. Albemarle First Bank
4095 Valley Pike P.O. Box 7704 Winchester, Virginia 22602
Charlottesville, Virginia 22906 Attention: Frederick A. Board, CFO
Attention: Thomas M. Boyd, Jr. Telephone Number: (540) 869-6600
Telephone Number (434) 973-1664 Forward-Looking Statements This
press release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended.
The statements relate to, among other things, the anticipated
closing date of the transaction, the expected pro forma effect of
the transaction on the earnings per share of Premier, and plans and
objectives of Premier's management for future operations of the
combined organization following consummation of the transaction.
These forward-looking statements are based on current expectations
that involve a number of risks and uncertainties. Actual results
may differ materially from the results expressed in these
forward-looking statements. Factors that might cause such a
difference include: the ability of the companies to obtain the
required shareholder or regulatory approvals for the transaction;
the ability of the companies to consummate the transaction; the
ability to successfully integrate the companies following the
transaction; a material adverse change in the financial condition,
results of operations or prospects of either company; the ability
to fully realize the expected cost savings and revenues or the
ability to realize them on a timely basis; the risk of borrower,
depositor and other customer attrition after the transaction is
completed; a change in general business and economic conditions;
changes in the interest rate environment, deposit flows, loan
demand, real estate values, and competition; changes in accounting
principles, policies or guidelines; changes in legislation and
regulation; other economic, competitive, governmental, regulatory,
geopolitical, and technological factors affecting the companies'
operations, pricing, and services; and other risk factors referred
to from time to time in filings made by Premier with the Securities
and Exchange Commission and Albemarle First with the Board of
Governors of the Federal Reserve System. Premier and Albemarle
First undertake no obligation to update or clarify these
forward-looking statements, whether as a result of new information,
future events or otherwise. DATASOURCE: Premier Community
Bankshares, Inc. CONTACT: Donald L. Unger of Premier Community
Bankshares, Inc. +1-540-869-6600 Web site:
http://www.albemarlefirstbank.com/
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