Access National Corporation (NASDAQ: ANCX) (“Access” or the
“Company”) and Middleburg Financial Corporation (NASDAQ: MBRG)
(“Middleburg”), holding company for Access National Bank and
Middleburg Bank, respectively, are pleased to announce the addition
of David J. Leudemann to the Middleburg Bank Executive Team,
serving as the Executive Vice President - Market Executive who will
oversee commercial banking for Middleburg Bank. Mr. Leudemann will
remain in a leadership role once the two organizations complete the
pending merger, slated for second quarter 2017.
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(L-R) Michael Clarke, David Leudemann,
Gary Shook (Photo: Business Wire)
Mr. Leudemann has a long and illustrious banking career spanning
over thirty years, most recently serving as the Dulles Corridor
Market President for BB&T. Management of both Access
National Bank and Middleburg Bank believe that Mr. Leudemann’s
experience and leadership will create a stronger commercial-focused
conduit between the two successful organizations upon their
combination. In his new role at Middleburg Bank, Mr. Leudemann will
help the organization maximize the opportunities presented by the
pending merger with focus on bringing industry specific, locally
delivered expertise to Loudoun’s business community including
government contract lending, asset based lending, medical practice
financing, SBA 504 and M&A financing. As both a Loudoun County
market expert and resident, Mr. Leudemann views this rare local
leadership role as an opportunity to positively impact the economy
by investing in his own community. He currently serves on the Board
of Directors for the Dulles Regional Chamber of Commerce and for
Northern Virginia Family Service and is a member of the Committee
for Dulles. He formerly served on the boards of several large
nonprofits.
“The addition of Mr. Leudemann to the Middleburg team, coupled
with investments in sophisticated online banking technologies to
more effectively serve the government contracting sector and other
commercial industries signifies an organizational recalibration
hinged on delivering diversified capabilities,” stated John C. Lee,
Chairman of the Board of Middleburg Financial Corporation and who
will serve as Chairman of the combined organization upon completion
of the merger. Mr. Lee is a highly respected executive in the data
center industry who founded Lee Technologies, Inc., now Schneider
Electric, which supports Fortune 1000 companies and government
agencies, and he currently serves on the Board of the Northern
Virginia Technology Council.
“We feel very fortunate to have a banker of David’s caliber join
our dynamic organization following completion of the pending merger
and contribute his commercial expertise,” stated Michael W. Clarke,
CEO of Access National Corporation. “The hiring of David is an
important next step to realizing our merger objectives announced in
October 2016 where we remain committed to preserving the 92-year
old Middleburg brand heritage and its loyal client base, while
being able to offer expanded commercial banking capabilities along
with true concierge private banking and wealth services to the
broader Loudoun market,” continued Mr. Clarke.
The merger of Access National Corporation and Middleburg
Financial Corporation, announced on October 24, 2016, represents
the melding of two distinctive organizations to create Virginia’s
premier bank with enhanced scale, improved efficiency and a
well-diversified business model. The two companies have highly
complementary businesses and geographic footprints. The anticipated
mutual benefits of the merger for both organizations enables them
to double in size, while Access National Bank will be able to
further expand expertise in wealth management and private banking
services, and Middleburg Bank will have additional capabilities in
commercial lending and mortgage banking. Additionally, the two
organizations are seeking to further strengthen their combination
by hiring top talent to amplify the team of the combined
organization after the merger. Mr. Leudemann’s appointment along
with the potential hiring of other experienced well-known bankers
reflects the organization’s commitment to aligning skilled staff
with specific business lines.
About Access National Corporation.
Access National Corporation is the parent company of Access
National Bank, a nationally chartered bank reporting assets of $1.4
billion based in Reston, Virginia. Access provides on-target
financial services to middle market companies and their leadership
in select industries around the National Capital Region. The focus
is on operating companies reporting $1-100 million in revenue. The
Company recently reported its 66th consecutive quarter of
profitability over its history of 68 quarters or 17 years, and has
declared consecutive quarterly dividends since the first quarter of
2006. Most recently, Access National was recognized for its
consistent financial performance by the American Banker ranking #12
across the nation and ranked the highest among banking companies
located in the Washington Metropolitan Market and across
Virginia.
About Middleburg Financial Corporation.
Middleburg Financial Corporation is headquartered in Middleburg,
Virginia and has two wholly owned subsidiaries, Middleburg Bank and
Middleburg Investment Group, Inc. Middleburg Bank serves
communities in Virginia with financial centers in Ashburn,
Gainesville, Leesburg, Marshall, Middleburg, Purcellville, Reston,
Richmond, Warrenton and Williamsburg. Middleburg Investment Group
owns Middleburg Trust Company, which is headquartered in Richmond,
Virginia with offices in Middleburg, Alexandria and
Williamsburg.
About the Proposed Transaction and Where to Find It
As previously disclosed, Access and Middleburg have entered into
an Agreement and Plan of Reorganization (the "Merger Agreement")
pursuant to which Middleburg will merge with and into Access (the
"Merger"). Access will be the surviving corporation in the
Merger.
Investors are urged to review carefully and consider all public
filings by Access and Middleburg with the Securities and Exchange
Commission (the "SEC"), including but not limited to their Annual
Reports on Form 10-K, their proxy statements, their Quarterly
Reports on Form 10-Q, and their Current Reports on Form 8-K. The
documents filed with the SEC may be obtained free of charge at the
SEC's website at www.sec.gov. The documents filed by Access
with the SEC may also be obtained free of charge at Access's
website at www.accessnationalbank.com or by requesting
them in writing to Access National Corporation, 1800 Robert Fulton
Drive, Suite 300, Reston, Virginia 20191, Attention: Investor
Relations. The documents filed by Middleburg with the SEC may also
be obtained free of charge at Middleburg's website
at www.middleburgbank.com or by requesting them in
writing to Middleburg Financial Corporation, 111 West Washington
Street, Middleburg, Virginia 20117, Attention: Investor
Relations.
In connection with the Merger, Access has filed a registration
statement on Form S-4 with the SEC which includes a preliminary
joint proxy statement of Access and Middleburg and a preliminary
prospectus of Access. A definitive joint proxy statement/prospectus
will be sent to the shareholders of each company seeking the
required shareholder approvals. Before making any voting or
investment decision, investors and security holders of Access and
Middleburg are urged to read carefully the entire definitive
registration statement and definitive joint proxy
statement/prospectus when they become available, including any
amendments thereto, because they will contain important information
about the proposed transaction. Information in this
release is not a substitute for the registration statement or the
joint proxy statement/prospectus. Free copies of these documents
may be obtained as described above.
Access, Middleburg and certain of their directors and executive
officers may be deemed participants in the solicitation of proxies
from Access and Middleburg shareholders in connection with the
proposed transaction. Information about the directors and officers
of Access and their ownership of Access common stock is set forth
in the definitive proxy statement for Access's 2016 annual meeting
of shareholders, as previously filed with the SEC on April 18,
2016. Information about the directors and officers of Middleburg
and their ownership of Middleburg common stock is set forth in the
definitive proxy statement for Middleburg's 2016 annual meeting of
shareholders, as previously filed with the SEC on April 12, 2016.
Investors may obtain additional information regarding the interests
of such participants by reading the definitive registration
statement and the definitive joint proxy statement/prospectus when
they become available. Free copies of these documents may be
obtained as described above.
Forward-Looking Statements.
The information presented herein contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding Access’s and Middleburg’s expectations
or predictions of future financial or business performance or
conditions. Forward-looking statements may be identified by words
such as “may,” “could,” “will,” “expect,” “believe,” “anticipate,”
“forecast,” “intend,” “plan,” “prospects,” “estimate,” “potential,”
or by variations of such words or by similar expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties which change over time. Forward-looking
statements in this communication may include, but are not limited
to, statements about project impacts of and financial results
generated by the Merger. Forward-looking statements speak only as
of the date they are made and Access and Middleburg assume no duty
to update forward-looking statements.
In addition to factors previously disclosed in Access’s and
Middleburg’s reports filed with the Securities and Exchange
Commission and those identified elsewhere in this communication,
the following factors, among others, could cause actual results to
differ materially from the results expressed in or implied by
forward-looking statements and historical performance: ability to
obtain regulatory approvals and meet other closing conditions to
the Merger; delays in closing the Merger; changes in asset quality
and credit risk; changes in interest rates and capital markets; the
introduction, timing and success of business initiatives;
competitive conditions; and the inability to recognize cost savings
or revenues or to implement integration plans associated with the
Merger.
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version on businesswire.com: http://www.businesswire.com/news/home/20170125005245/en/
Access National CorporationMichael Clarke, President &
CEO703-871-2100orMiddleburg Financial CorporationGary R. Shook,
President & CEO540-687-4801
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