Additional Proxy Soliciting Materials (definitive) (defa14a)
October 05 2018 - 8:43AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
October
5, 2018
Date of Report
(Date of earliest event reported)
Access National Corporation
(Exact name of registrant as specified in
its charter)
Virginia
(State or other
jurisdiction of incorporation)
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000-49929
(Commission
File Number)
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82-0545425
(IRS Employer Identification No.)
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1800
Robert Fulton Drive, Suite 300, Reston, VA 20191
(Address of principal executive offices)
(Zip Code)
(703) 871-2100
(Registrant’s telephone number, including
area code)
n/a
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(
see
General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 7.01
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Regulation FD Disclosure.
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On October 5, 2018, Access National Corporation (“Access”)
released a presentation to investors about the Merger (as defined below). The presentation is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
This information (including Exhibit 99.1) is furnished and shall
not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
On October 5, 2018, Access and Union Bankshares Corporation
(“Union”) issued a joint press release announcing that Access and Union have entered into an Agreement and Plan of
Reorganization pursuant to which Access will merge with and into Union (the “Merger”). The joint press release is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
Access and Union will host a conference call regarding the Merger
at 9:00 a.m. Eastern Daylight Time on October 5, 2018. Instructions for participating in the conference call are included in the
attached joint press release.
Important Additional Information will be Filed with the
SEC
This Form 8-K 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 will file
with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a joint
proxy statement of Access and Union and a prospectus of Union (the “Joint Proxy/Prospectus”), and each of Access and
Union may file with the SEC other relevant documents concerning the proposed transaction. A definitive Joint Proxy/Prospectus will
be sent to the shareholders of Access and Union.
Investors and shareholders of Access and Union are urged to read carefully
and in their entirety the Registration Statement and Joint Proxy/Prospectus when they become available and any other relevant documents
filed with the SEC by Access and Union, as well as any amendments or supplements to those documents, because they will contain
important information about the proposed transaction.
Investors and shareholders may obtain free copies of the Registration
Statement and the Joint Proxy/Prospectus (when available) and other documents filed with the SEC by Access and Union 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 Access National Corporation, 1800
Robert Fulton Drive, Suite 300, Reston, VA 20191. Attention: Sheila Linton (telephone: (703) 871-2100) or Union Bankshares Corporation,
1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, Attention: Investor Relations (telephone: (804) 633-5031), or by accessing
Access’s website at www.accessnationalbank.com under “Investor Relations” or Union’s website at www.bankatunion.com
under “Investor Relations.” The information on Access’s and Union’s websites is not, and shall not be deemed
to be, a part of this Form 8-K or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation
Access, Union 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
Access or Union in connection with the proposed transaction. 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 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 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, will be contained
in the Joint Proxy/Prospectus and other relevant materials to be filed with the SEC when they become available. Free copies of
these documents may be obtained as described above.
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 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 Access or Union or their management about future events. Although each of Access
and Union 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 or Union 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 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 obtain regulatory, 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 Access and Union. 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 Union’s
Annual Report on Form 10-K for the year ended December 31, 2017 and comparable “risk factors” sections of Access’s
and Union’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 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, Union or their respective businesses
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 neither Access nor Union undertakes any obligation to update, revise or
clarify these forward-looking statements, whether as a result of new information, future events or otherwise.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit Number
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Description
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Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ACCESS NATIONAL CORPORATION
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(Registrant)
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Date: October 5, 2018
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By:
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/s/ Michael W. Clarke
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Name:
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Michael W. Clarke
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Title:
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President & Chief Executive Officer
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