Access National Corporation (“Access”) today announced the
completion of its merger with Middleburg Financial Corporation
(“Middleburg”), creating a $2.8 billion-asset bank ranked fifth in
deposit market-share among Virginia-based banks under $10 billion
in assets.
Under the terms of the merger agreement, Middleburg shareholders
have a right to receive 1.3314 shares of Access common stock in
exchange for each share of Middleburg common stock they owned.
“The closing of the merger marks the beginning of a new chapter
for Access, including the addition of 12 full service branches,
which will enhance our ability to serve our highly valued clients
across Virginia,” said Michael W. Clarke, President and Chief
Executive Officer Access. “As we integrate the two companies, our
combined financial strength and economies of scale will allow us to
deliver a valuable and compelling client experience to targeted
businesses and affluent / high net worth consumers in a manner that
also generates attractive financial performance measures compared
to peers.”
Based on financial information reported as of December 31, 2016,
the combined company has total assets of $2.8 billion, deposits of
$2.1 billion and loans of $1.9 billion. Middleburg Bank was merged
with and into Access National Bank on April 1, 2017, and now
operates as a division of Access National Bank. Access National
Bank now operates from 18 full service banking centers located in
Virginia: Chantilly, Tysons, Reston, Leesburg, Manassas,
Alexandria, Richmond, Williamsburg, Ashburn, Gainesville, Marshall,
Middleburg, Purcellville, and Warrenton and the mortgage division
of Access National Bank operates offices in Virginia, Maryland,
Delaware, Indiana, Tennessee and Georgia. A nineteenth full service
banking center located in Arlington, Virginia is planned to be
opened early in the second quarter of 2017.
While legal closing has occurred, the expected cost savings will
be subdued until closing of duplicative offices and conversion of
back office systems expected to occur in the second half of 2017.
When entry into the merger agreement was announced on October 24,
2016, a legal settlement and concurrent operational conversion was
contemplated to occur early in the second quarter of 2017. While
the legal close has occurred as expected, scheduling of conversion
projects with third parties has pushed many anticipated cost
savings into late summer 2017. The bank will operate from a more
efficient distribution system upon completion of the operational
conversions, combined with a reduction in the number of banking
centers to 15, largely due to overlapping markets. Banking center
closings are expected to occur prior to year-end.
Of the expected $11.6 million in annual overhead cost savings
from the combination, approximately 65% are expected to be realized
in 2017 and 100% thereafter. This compares to the previously
announced 75% cost savings realization expected for 2017.
Importantly, both companies have focused on maintaining and
expanding the core business as evidenced by the favorable loan
growth experienced by both companies during the fourth quarter of
2016. In planning for growth going forward, both companies have
invested in market facing leadership and relationship managers.
Notably, the companies worked together to expand the legacy
Middleburg line leadership with three professional relationship
managers, including Executive Vice President and Market Executive
David Leudemann. Most recently, Mr. Leudemann was Market
President of the Dulles Corridor for BB&T.
The complementary strengths of the two companies in wealth
management, trust and mortgage banking make for a highly compelling
client proposition that also improves the reliability and magnitude
of fee income for both companies. These successful lines of
business help diversify revenue, deepen relationships and reduce
risk across the enterprise. The continued success of these two
lines of business place Access in a unique position, reporting $2.8
billion of commercially focused banking assets, $2.6 billion of
assets under management and administration and $600 million of
annual mortgage originations.
About Access National Corporation
Access National Corporation is a bank holding company organized
under the laws of the Commonwealth of Virginia and headquartered in
Reston, Virginia. Access owns all of the stock of its subsidiary
bank, Access National Bank, which is an independent commercial bank
chartered under federal law as a national banking association.
Access National Bank provides credit, deposit, mortgage, wealth
management and trust services to middle market commercial
businesses and associated professionals, primarily in the greater
Washington, D.C. Metropolitan Area. The common stock of Access is
traded on the NASDAQ Global Market under the symbol “ANCX.”
Additional information on Access is available at https://www.accessnationalbank.com.
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 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 transaction. Forward-looking statements speak only
as of the date they are made and Access assumes 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: 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 transaction. Annualized, pro forma, projected,
and estimated numbers are used for illustrative purposes only, may
not reflect actual results and may not be relied upon.
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Access National CorporationMichael W. Clarke,
703-871-2100President and CEO
Access National Corp. (NASDAQ:ANCX)
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