Filed by Union Bankshares
Corporation
pursuant to Rule 425 under
the
Securities Act of 1933,
as amended,
and deemed filed pursuant
to Rule 14a-12 under the
Securities Exchange Act
of 1934, as amended
Subject Company:
Access National Corporation
Commission File Number:
000-49929
Frequently Asked Questions as of October
5, 2018
Why is Union Bankshares Corporation acquiring Access National
Corporation?
The acquisition fits in with our growth plans and, like Union,
Access is a strong bank headquartered in Virginia. We have much in common including a shared culture of customer focus and relationship
banking.
After combining, we will operate 153 branches and more than
200 ATMs across Virginia, North Carolina and Maryland. Our size and footprint will be unmatched by any other bank based in Virginia
as we will have locations where you live, work and play.
Based on financial data as of June 30, 2018, our combined assets
will be $16.0 billion, deposits of $11.9 billion and loans of $11.4 billion.
Who is Access? How big are they? Where are they based?
Access is a $2.9 billion financial organization headquartered
in Reston. They operate 15 branches – primarily in Northern Virginia. Their branch network complements our footprint and
gives Union a significant presence in the important Northern Virginia market. Access recently merged with Middleburg Bank and operates
some lines of business under the Middleburg name as well.
When will all this happen?
Now that the deal is announced, the two companies are beginning
the process of obtaining regulatory and shareholder approval. It is expected that we will close the acquisition in early 2019.
Will the Union Bank & Trust name change?
No. The combined bank will retain the name of Union Bank &
Trust. We look forward to expanding our brand in Northern Virginia once the integration is complete.
Will the headquarters move?
No. The Union headquarters will remain in Richmond.
Will the systems conversion impact my account?
It should have no impact to our current customers as Access
will convert to the Union core operating systems.
Until the core systems conversion, which is expected to occur
in the second quarter of 2019, Access will continue to use its current operating systems.
Will Union close branches? Will Access?
The two companies only have two overlapping branches and we
expect to consolidate them into other nearby branches. After the consolidation, the Teammates who work in those branches will be
transitioned to other branches. We will consolidate those locations after the core systems conversion occurs.
Will I be able to use an Access branch location?
No. Until the conversion and integration is complete, the acquired
Access and Middleburg branches will use different systems than Union branches. You should continue to use Union Bank & Trust
as your bank until conversion in the second quarter of 2019.
I have a question that isn’t answered here….how
can I get an answer?
We have created an email address for you to send in any questions
or concerns. You can email your question to: unionandaccess@bankatunion.com
Important Additional Information will be Filed with the SEC
This communication 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 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. A definitive Joint Proxy/Prospectus
will be sent to the shareholders of Union and Access.
Investors and shareholders of Union and Access 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 Union and Access, 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 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 communication or incorporated into other filings either company
makes with the SEC.
Participants in the Solicitation
Union, 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, 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 communication 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 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 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 communication 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 communication.
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.
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