Union Bankshares Corporation (“Union”) and Access National
Corporation (“Access”) jointly announced the receipt of regulatory
approvals from the Federal Reserve Bank of Richmond and from the
Virginia State Corporation Commission to move forward with the
proposed merger of Access with and into Union. The proposed merger
remains subject to approval by shareholders of Union and Access.
“We are pleased to have received all of the regulatory approvals
needed to proceed with the merger and remain on track to close the
transaction early this year,” said John C. Asbury, President and
CEO of Union.
About Union Bankshares CorporationHeadquartered
in Richmond, Virginia, Union Bankshares Corporation (Nasdaq: UBSH)
is the holding company for Union Bank & Trust. Union Bank &
Trust has 140 branches, seven of which are operated as Xenith Bank,
a division of Union Bank & Trust of Richmond, Virginia, and
approximately 190 ATMs located throughout Virginia and in portions
of Maryland and North Carolina. Non-bank affiliates of the holding
company include: Old Dominion Capital Management, Inc. as well as
its subsidiary Outfitter Advisors, Ltd., and Dixon, Hubard,
Feinour, & Brown, Inc., all of which provide investment
advisory services, and Union Insurance Group, LLC, which offers
various lines of insurance products.
About Access National CorporationHeadquartered
in Reston, Virginia, Access National Corporation (Nasdaq: ANCX) is
the parent company of Access National Bank and Middleburg
Investment Group serving Northern and Central Virginia.
Access National Bank is a commercial bank serving
middle market businesses and associated professionals throughout
the Washington D.C. region. Access National Bank’s core services
include commercial credit, deposit, investment, cash management,
private banking and real estate finance. Access National Bank also
has subsidiaries that provide wealth management, retirement
planning and securities brokerage.
Important Additional Information Filed with the
SECThis press release 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 with respect to the proposed
acquisition by Union of Access. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
the Securities Act of 1933, as amended, and no offer to sell or
solicitation of an offer to buy shall be made in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
In connection with the proposed acquisition, Union has filed
with the U.S. Securities and Exchange Commission (“SEC”) a
Registration Statement on Form S-4 (File No. 333-228455) that
includes a joint proxy statement of Union and Access and a
prospectus of Union (the “Joint Proxy/Prospectus”), and each of
Union and Access may file with the SEC other relevant documents
concerning the proposed transaction. The definitive Joint
Proxy/Prospectus was first mailed to the shareholders of Union and
Access on or about December 13, 2018. Investors and
shareholders of Union and Access are urged to read carefully and in
their entirety the Registration Statement and Joint
Proxy/Prospectus and any other relevant documents filed with the
SEC by Union and Access, as well as any amendments or supplements
to those documents, because they contain important information
about the proposed transaction.
Investors and shareholders may obtain free copies of the
Registration Statement and the Joint Proxy/Prospectus and other
documents filed with the SEC by Union and Access through the
website maintained by the SEC at www.sec.gov. Free copies of the
Registration Statement and the Joint Proxy/Prospectus and other
documents filed with the SEC also may be obtained by directing a
request by telephone or mail to Union Bankshares Corporation, 1051
East Cary Street, Suite 1200, Richmond, Virginia 23219, Attention:
Investor Relations (telephone: (804) 633-5031), or Access
National Corporation, 1800 Robert Fulton Drive, Suite 300, Reston,
VA 20191, Attention: Sheila Linton (telephone: (703) 871-2100), or
by accessing Union’s website at www.bankatunion.com under
“Investor Relations” or Access’s website at
www.accessnationalbank.com under “Investor Relations.” The
information on Union’s and Access’s websites is not, and shall not
be deemed to be, a part of this press release or incorporated into
other filings either company makes with the SEC.
Participants in the SolicitationUnion, Access
and their respective directors and certain of their executive
officers and employees may be deemed to be participants in the
solicitation of proxies from the shareholders of Union or Access in
connection with the proposed transaction. Information about the
directors and executive officers of Union and their ownership of
Union common stock is set forth in the proxy statement for Union’s
2018 annual meeting of shareholders, which was filed with the SEC
on March 21, 2018. Information about the directors and executive
officers of Access and their ownership of Access common stock is
set forth in the proxy statement for Access’s 2018 annual meeting
of shareholders, which was filed with the SEC on April 12, 2018.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in the Joint Proxy/Prospectus
and other relevant materials filed with the SEC when they become
available. Free copies of these documents may be obtained as
described above.
Forward-Looking StatementsCertain statements in
this press release may constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include, without limitation,
projections, predictions, expectations, or beliefs about future
events or results and are not statements of historical fact. Such
statements also include statements as to the anticipated impact of
the Union acquisition of Access, including future financial and
operating results, ability to successfully integrate the combined
businesses, the amount of cost savings, overall operational
efficiencies and enhanced revenues as well as other statements
regarding the acquisition. Such forward-looking statements are
based on various assumptions as of the time they are made, and are
inherently subject to known and unknown risks, uncertainties and
other factors that may cause actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements are often
accompanied by words that convey projected future events or
outcomes such as “expect,” “believe,” “estimate,” “plan,”
“project,” “anticipate,” “intend,” “will,” “may,” “view,”
“opportunity,” “potential,” or words of similar meaning or other
statements concerning opinions or judgment of Union or Access or
their management about future events. Although each of Union and
Access believes that its expectations with respect to
forward-looking statements are based upon reasonable assumptions
within the bounds of its existing knowledge of its business and
operations, there can be no assurance that actual results,
performance, or achievements of Union or Access will not differ
materially from any projected future results, performance, or
achievements expressed or implied by such forward-looking
statements. Actual future results, performance or achievements may
differ materially from historical results or those anticipated
depending on a variety of factors, including but not limited
to, the businesses of Union and Access may not be integrated
successfully or such integration may be more difficult,
time-consuming or costly than expected, expected revenue
synergies and cost savings from the proposed acquisition may not be
fully realized or realized within the expected time
frame, revenues following the proposed acquisition may be
lower than expected, customer and employee relationships and
business operations may be disrupted by the proposed acquisition,
the diversion of management time on acquisition-related issues,
changes in Union’s share price before closing, risks relating to
the potential dilutive effect of shares of Union common stock to be
issued in the proposed transaction, the ability to obtain
shareholder or other approvals or other conditions to closing on a
timely basis or at all, the ability to close the proposed
acquisition on the expected timeframe, or at all, and that closing
may be more difficult, time-consuming or costly than expected, the
reaction to the proposed acquisition of the companies’ customers,
employees and counterparties, and other risk factors, many of which
are beyond the control of Union and Access. We refer you to the
“Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of Union’s
Annual Report on Form 10-K for the year ended December 31, 2017,
and Access’s Annual Report on Form 10-K for the year ended December
31, 2017 and comparable “risk factors” sections of Union’s and
Access’s Quarterly Reports on Form 10-Q and other filings, which
have been filed with the SEC and are available on the SEC’s website
at www.sec.gov. All of the forward-looking statements made in this
press release are expressly qualified by the cautionary statements
contained or referred to herein. The actual results or developments
anticipated may not be realized or, even if substantially realized,
they may not have the expected consequences to or effects on Union,
Access or their respective businesses or operations. Readers are
cautioned not to rely too heavily on the forward-looking statements
contained in this press release. Forward-looking statements speak
only as of the date they are made and neither Union nor Access
undertakes any obligation to update, revise or clarify these
forward-looking statements, whether as a result of new information,
future events or otherwise.
Contacts: Bill Cimino (804) 448-0937, VP and
Director of Investor Relations of UnionMichael W. Clarke (703)
871-2100, CEO of Access
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