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Item 7.01
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Regulation FD Disclosure.
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The Company also announced on January 25,
2019 that the Board of Directors of Union Bankshares Corporation (“Union”) declared a cash dividend of $0.23 per share
to shareholders of record as of February 8, 2019, for payment on February 22, 2019. At the exchange rate of 0.75 shares
of Union common stock for each share of Company common stock in the acquisition of the Company by Union, which is expected to close
on February 1, 2019, the Union dividend equates to $0.1725 per share of Company common stock. A copy of the press release
including the announcement is attached hereto as Exhibit 99.1.
Forward-Looking Statements
Certain statements in this Form 8-K 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
proposed 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 and the expected closing date, 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 Access or its management
about future events. Although 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 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, economic and financial
market conditions in the United States generally and particularly in the markets in which Access operates and which its loans are
concentrated including declines in real estate values, the effects an increase in unemployment levels, slowdowns in economic growth,
and a prolonged federal government shutdown, changes in asset quality and credit risk, changes in interest rates and capital markets,
competitive conditions, the quality or composition of the loan or investment portfolio, the fact that the businesses of Access
and Union 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 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 Access. We refer you to
the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
sections of Access’s Annual Report on Form 10-K for the year ended December 31, 2017 and comparable “risk factors”
sections of Access’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the Securities and Exchange
Commission (the “SEC”) and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements
made in this Form 8-K 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 Access or its business or operations. Readers are cautioned not to rely too heavily on the forward-looking statements
contained in this Form 8-K. Forward-looking statements speak only as of the date they are made and Access does not undertake any
obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events
or otherwise.