WASHINGTON and CHARLESTON,
W.V. and RICHMOND, Va.,
June 3, 2021 /PRNewswire/
-- United Bankshares, Inc. ("United") (NASDAQ: UBSI), the
parent company of United Bank, and Community Bankers Trust
Corporation ("Community Bankers Trust") (NASDAQ: ESXB), the parent
company of Essex Bank, today announced that they have entered into
a definitive merger agreement.
The combined organization will be approximately $29 billion in assets and rank as the 38th
largest banking company in the U.S. based on market
capitalization. The merger brings together two
high-performing banking companies and strengthens United's position
as one of the largest and best performing regional banking
companies in the Mid-Atlantic and Southeast. Community
Bankers Trust has assets of approximately $1.7 billion and is headquartered in the greater
Richmond, Virginia market.
This transaction represents the 33rd acquisition of the current
administration of United and will result in a combined company with
nearly 250 locations in some of the most desirable banking markets
in the nation.
Pursuant to the merger agreement, United will acquire 100% of
the outstanding shares of Community Bankers Trust in exchange for
common shares of United. The exchange ratio will be fixed at
0.3173 of United's shares for each share of Community Bankers
Trust, resulting in an aggregate transaction value of approximately
$303.3 million.
"We are extremely pleased to partner with Community Bankers
Trust," said Richard M. Adams,
Chairman and CEO of United. "This transaction enhances our existing
presence in the DC Metro MSA and takes us into new markets
including Baltimore, Annapolis, Lynchburg, Richmond, and the Northern Neck of
Virginia. It also strategically
connects our Mid-Atlantic and Southeast footprints."
Community Bankers Trust President and CEO Rex L. Smith III stated, "We are excited to
become a part of the United Bank family. They have a
steadfast and proven commitment to their customers and the
communities in which they operate. The merger will give us
the ability to offer better and more sophisticated products and
services while still maintaining the community bank approach to
doing business with local leadership. This will be a great
benefit to our customers, to our shareholders and to the
communities of Central Virginia,
the Northern Neck and Eastern
Maryland." Mr. Smith will be retained as Regional
President responsible for the existing Essex Bank locations in
Virginia.
The merger agreement has been approved by the boards of
directors of both companies. The merger is expected to close
in the fourth quarter of 2021, subject to satisfaction of customary
closing conditions, including receipt of customary regulatory
approvals and approval by the shareholders of Community Bankers
Trust. Community Bankers Trust will merge into United, and
Essex Bank will merge into United Bank, with United and United Bank
being the surviving entities.
Performance Trust Capital Partners served as financial advisor,
and Bowles Rice LLP served as legal counsel to United.
Piper Sandler & Co. served as
financial advisor, and Williams
Mullen served as legal counsel to Community Bankers
Trust.
About Community Bankers Trust
Community Bankers Trust is a well-capitalized, single bank
holding company headquartered in the greater Richmond, Virginia market with approximately
$1.7 billion in assets as of
March 31, 2021. Community Bankers
Trust is the holding company for Essex Bank, a Virginia state chartered bank with 24
full-service offices, 18 of which are in Virginia and six of which are in Maryland. Essex Bank also operates two loan
production offices.
About United
United is a financial holding company with approximately
$27 billion in assets as of
March 31, 2021. United is the parent
company of United Bank. United Bank and its subsidiaries comprise
223 offices in Virginia,
Maryland, Washington, D.C., North Carolina, South Carolina, Georgia, Pennsylvania, West
Virginia, and Ohio.
The Community Bankers Trust transaction represents the 33rd
acquisition of the current administration. United has increased its
dividend to shareholders for 47 consecutive years - a record only
one other major banking company in the
United States has been able to achieve.
Forward-Looking Statements
This joint press release contains 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 a merger (the "Merger")
between Community Bankers Trust and United, 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 Community Bankers Trust'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
Community Bankers Trust and are inherently subject to significant
business, economic and competitive uncertainties and contingencies,
many of which are beyond the control of United and Community
Bankers Trust. 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 Community Bankers Trust 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; (5) the
shareholders of Community Bankers Trust 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 Community Bankers Trust are engaged;
(7) the interest rate environment may further compress margins
and adversely affect net interest income; (8) results may be
adversely affected by continued diversification of assets and
adverse changes to credit quality; (9) competitive pressures
on product pricing and services; (10) success, impact, and timing
of United's business strategies, including market acceptance of any
new products or services; (11) disruption from the Merger making it
more difficult to maintain relationships with employees, customers
or other parties with whom United and Community Bankers Trust have
business relationships; (12) diversion of management time on
Merger-related issues; (13) risks relating to the potential
dilutive effect of the shares of United common stock to be issued
in the Merger; (14) the reaction to the proposed transaction from
the companies' customers, employees and counterparties; (15) 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 between United and Community Bankers Trust;
(16) the outcome of any legal proceedings that may be instituted
against United or Community Bankers Trust; (17) changes in general
economic, political, or industry conditions; (18) uncertainty as to
the extent of the duration, scope and impacts of the COVID-19
pandemic on United, Community Bankers Trust and the Merger; (19)
uncertainty in U.S. fiscal and monetary policy, including the
interest rate policies of the Federal Reserve Board; (20)
volatility and disruptions in global capital and credit markets;
(21) reform of LIBOR; and (22) the nature, extent, timing, and
results of governmental actions, examinations, reviews, reforms,
regulations, and interpretations, those involving the OCC, Federal
Reserve, FDIC, and CFPB. Additional factors that could cause actual
results to differ materially from those expressed in the
forward-looking statements are discussed in Community Bankers
Trust's and 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 Securities and Exchange
Commission (the "SEC") and available on the SEC's Internet site
(http://www.sec.gov).
United and Community Bankers Trust 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 Community Bankers Trust or
any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. United and Community
Bankers Trust 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.
Participants in the Transactions
United, Community Bankers Trust and their respective directors,
executive officers and certain other members of management and
employees may be deemed "participants" in the solicitation of
proxies from Community Bankers Trust's shareholders in favor of the
Merger with United. Information regarding the persons who may,
under the rules of the SEC, be considered participants in the
solicitation of the Community Bankers Trust 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, 2020 and in its definitive proxy
statement filed with the SEC on March 30, 2021. You can find
information about Community Bankers Trust's executive officers and
directors in its Annual Report on Form 10-K for the year
ended December 31, 2020 and in its definitive proxy statement
filed with the SEC on April 23, 2021.
You can obtain free copies of these documents from United or
Community Bankers Trust using the contact information below.
Additional Information About the Merger and Where to Find
It
Shareholders of United and Community Bankers Trust 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,
Community Bankers Trust, the proposed Merger, the persons
soliciting proxies in the proposed Merger and their interests in
the proposed Merger and related matters. The proposed Merger will
be submitted to Community Bankers Trust'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, and
documents filed with the SEC by Community Bankers Trust will be
available free of charge from the Corporate Secretary of Community
Bankers Trust Corporation, 9954 Mayland Drive, Suite 2100,
Richmond, Virginia 23233,
telephone (804) 934-9999. 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 "Investor Relations"
and then under the heading "SEC Filings" or by accessing Community
Bankers Trust's website at www.cbtrustcorp.com under the tab "SEC
Filings" and then under the heading "Documents". You are urged to
read the proxy statement/prospectus carefully, once it becomes
available before making a decision concerning the Merger.
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SOURCE Community Bankers Trust Corporation