CHARLOTTESVILLE, Va. and
RICHMOND, Va., Dec. 28. 2020 /PRNewswire/ -- Blue Ridge
Bankshares, Inc. (NYSE American: BRBS) ("Blue Ridge"), the parent holding company of
Blue Ridge Bank, National Association, and Bay Banks of
Virginia, Inc. (OTC: BAYK) ("Bay
Banks"), the parent holding company of Virginia Commonwealth Bank,
today jointly announced that they have received all required bank
regulatory approvals for the pending merger of Bay Banks into
Blue Ridge.
Blue Ridge and Bay Banks will
convene meetings of their respective shareholders on January 21, 2021 to vote on the merger. The
merger remains subject to approval by shareholders of Blue Ridge and Bay Banks and other customary
closing conditions.
About Blue Ridge
Blue Ridge Bankshares, Inc. operates under the supervision and
regulation of the Board of Governors of the Federal Reserve System
and the Bureau of Financial Institutions of the Virginia State
Corporation Commission, while Blue Ridge Bank, N.A. (the "Bank")
operates under a national charter subject to the supervision and
regulation of the Office of the Comptroller of the Currency. The
Company, through its subsidiaries and affiliates, provides a wide
range of financial services including retail and commercial
banking, payroll, insurance, card payments, wholesale and retail
mortgage lending, and government-guaranteed lending.
About Bay Banks
Bay Banks of Virginia, Inc. is
the bank holding company for Virginia Commonwealth Bank and VCB
Financial Group, Inc. Founded in the 1930s, Virginia Commonwealth
Bank is headquartered in Richmond,
Virginia. With 17 banking offices, located throughout the
greater Richmond region of
Virginia, the Northern Neck region
of Virginia, Middlesex County, and the Hampton Roads region of Virginia, the bank serves businesses,
professionals, and consumers with a wide variety of financial
services, including retail and commercial banking, and mortgage
banking. VCB Financial Group provides management services for
personal and corporate trusts, including estate planning, estate
settlement and trust administration, and investment and wealth
management services.
Caution Regarding Forward-Looking Statements
This release contains forward-looking statements within the
meaning of 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 proposed merger between
Blue Ridge and Bay Banks; (ii)
Blue Ridge's and Bay Banks's
plans, objectives, expectations and intentions; and (iii) other
statements that are not historical facts which are identified by
words such as "may", "assumes", "approximately", "will", "expects",
"anticipates", "intends", "plans", "believes", "seeks",
"estimates", "targets", "projects", 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 management of Blue Ridge and Bay Banks and are inherently
subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the
control of Blue Ridge and Bay
Banks. In addition, these forward- looking statements are subject
to various risks, uncertainties and assumptions with respect to
future business strategies and decisions that are subject to change
and difficult to predict with regard to timing, extent, likelihood
and degree of occurrence. As a result, 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 Blue Ridge and Bay
Banks 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 proposed 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 proposed merger, including adverse effects on relationships
with employees and customers, may be greater than expected; (4) the
shareholders of Blue Ridge or Bay
Banks may fail to approve the proposed merger; (5) economic,
legislative or regulatory changes, including changes in accounting
standards, may adversely affect the businesses in which
Blue Ridge and Bay Banks are
engaged; (6) the COVID-19 pandemic is adversely affecting
Blue Ridge, Bay Banks, and their
respective customers, employees and third-party service providers;
the adverse impacts of the pandemic on their respective business,
financial position, operations and prospects have been material,
and it is not possible to accurately predict the extent, severity
or duration of the pandemic or when normal economic and operation
conditions will return; and (7) other factors that may affect
future results of Blue Ridge and
Bay Banks.
Additional information about the proposed merger and the factors
that may impact the forward-looking statements may be found in the
registration statement on Form S-4 that Blue Ridge has filed with the Securities and
Exchange Commission (the "SEC"), including under the heading "Risk
Factors."
Additional Information About the Merger and Where to Find
It
In connection with the proposed merger between Blue Ridge
Bankshares, Inc. ("Blue Ridge")
and Bay Banks of Virginia, Inc.
("Bay Banks"), on October 13, 2020
Blue Ridge filed with the SEC a registration statement on Form S-4,
as amended on December 9, 2020,
containing a joint proxy statement of Blue Ridge and Bay Banks that also contains a
prospectus of Blue Ridge. The
registration statement was declared effective by the SEC on
December 11, 2020, and Blue Ridge and Bay began mailing the
definitive joint proxy statement/prospectus to the shareholders of
Blue Ridge and Bay Banks on or
about December 14, 2020.
SECURITY HOLDERS OF BLUE RIDGE
AND BAY BANKS ARE ADVISED 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 FILED
OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BLUE RIDGE, BAY BANKS AND THE PROPOSED
TRANSACTION. Security holders may obtain free copies of these
documents, once they are filed, and other documents filed with the
SEC on the SEC's website at www.sec.gov. Security holders will also
be able to obtain these documents, once they are filed, free of
charge, by requesting them in writing from Brian K. Plum, Blue Ridge Bankshares, Inc., 17
West Main Street, Luray, Virginia
22835, or by telephone at (540) 743-6521, or from Randal R. Greene, Bay Banks of Virginia, Inc., 1801 Bayberry Court, Suite
101, Richmond, Virginia 23226, or
by telephone at (757) 414-9808, ext. 5756.
Blue Ridge, Bay Banks and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of Blue Ridge and Bay Banks in
connection with the proposed merger. Information about the
directors and executive officers of Blue
Ridge and Bay Banks, including information regarding the
interests of those persons and other persons who may be deemed
participants in the transaction, is included in the joint proxy
statement/prospectus of Blue Ridge
and Bay Banks filed with the SEC. You may obtain free copies of
each document as described in the preceding paragraph.
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 proxy 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 such jurisdiction.
Contacts
Blue Ridge Bankshares, Inc.
Brian K. Plum, President and Chief Executive
Officer
(540) 743-6521
Bay Banks of Virginia,
Inc.
Randal R. Greene,
President and Chief Executive Officer
(804) 435-1171
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SOURCE Bay Banks of Virginia,
Inc.