Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Effective as of December 3, 2021, United Bankshares, Inc. (“United”) completed its acquisition of Community Bankers Trust Corporation (the “Company”). The Company was merged with and into United (the “Merger”), pursuant to the terms of the Agreement and Plan of Reorganization, dated June 2, 2021, by and between United and the Company (the “Agreement”).
Under the terms of the Agreement, each outstanding share of the Company’s common stock, par value $0.01 per share, was converted into the right to receive 0.3173 shares of United’s common stock, par value $2.50 per share, with cash paid in lieu of fractional shares of United’s common stock.
Also, pursuant to the Agreement, at the effective time of the Merger, each outstanding option to acquire the Company’s common stock granted under a Company stock plan, whether vested or unvested as of the date of the Merger, vested as provided pursuant to the terms of such Company stock plan and converted into an option to acquire United’s common stock adjusted based on the 0.3173 exchange ratio. Also, at the effective time of the Merger, each restricted stock unit granted under a Company stock plan that was outstanding immediately prior to the effective time of the Merger vested in accordance with the formula and other terms of the Company stock plan and converted into the right to receive shares of United’s common stock based on the 0.3173 exchange ratio.
Immediately following the Merger, Essex Bank, a wholly-owned subsidiary of the Company, merged with and into United Bank, a wholly-owned subsidiary of United (the “Bank Merger”), pursuant to an Agreement and Plan of Merger, dated June 2, 2021, by and between United Bank and Essex Bank. United Bank survived the Bank Merger and continues to exist as a Virginia banking corporation.
There were no material relationships, other than in respect of the Merger, between the Company and United, its directors or officers or any of its affiliates.
The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the actual terms of the Agreement, which is included as Exhibit 2.1 hereto, and is incorporated herein by reference.