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
Teammate Email
Good morning,
Today we announced that Union Bankshares Corporation has entered
into a definitive merger agreement to acquire Access National Corporation in an all-stock transaction. This morning we will
post a CEO update video to the Intranet that discusses the combination, but since you may not have time to watch the video immediately
I want to share some initial thoughts about what this means to Union, to our customers, and to you.
With this acquisition, Union will further establish itself as
Virginia’s regional bank. We will both close a strategically important market gap and substantially complete our Virginia
franchise by significantly expanding our presence in Northern Virginia. As you likely know, Northern Virginia is the largest regional
economy in Virginia, and also the wealthiest and most populous part of The Commonwealth. Our announcement is big and exciting news
for our company!
Access brings extensive commercial and industrial (“C&I”)
lending expertise as they were initially built as a C&I platform and subsequently added a valuable branch network with their
combination with Middleburg Bank. Middleburg Bank brings with it an attractive retail banking presence and a sizeable and well
regarded wealth management business.
For some perspective, based on the last reported numbers, if
Access and Union were combined today, Union would have $16.0 billion in assets, $11.9 billion in deposits and $11.4 billion in
loans, based on financial data as of June 30, 2018.
While expanding our network will help us deliver improved financial
results, we must always remember who we are and where we came from. I’m asking you to renew your commitment to going
beyond just serving our customers — but to strive to delight them at every opportunity. How can you do that? With best
in class customer experience and high-quality execution. I’m confident in your ability to continue delivering that
experience going forward through the integration process.
When I talk about our future, I have been clear and consistent
that organic growth of the bank is our highest priority, and acquisition is a secondary way to achieve our financial goals.
When speaking of our acquisition priorities, our publicly stated strategy has been that we would first look to the largest market
in Virginia – Northern Virginia – and then look to our existing markets before turning our focus elsewhere. Access
fits our acquisition profile perfectly with its presence in Northern Virginia and its diversified business model which includes
a very strong C&I platform, a robust retail banking operation and a strong wealth management business.
Teammate Email
The transaction also delivers on many of our priorities for
2018. The focus priorities were: diversifying the loan book and revenue streams, growing core funding, improving efficiency,
managing to a higher level of performance, creating a more enduring and distinctive brand and integrating Xenith, which integration
is now largely complete.
Access’s loan portfolio has a different mix than Union’s
and, given their history, they have more of a focus on C&I lending than Union has traditionally had. As a result, the
combined company will have a larger mix of commercial and industrial loans and less of our total loan mix will be in non-owner
occupied commercial real estate. This makes us a stronger company as diversification builds strength and Access will lower
our concentration in commercial real estate.
Access also has a solid low cost deposit base, which will help
improve our core funding and support our loan to deposit ratio at the targeted 95% level. It further improves our ability
to fund loan growth from our deposit base. Importantly, it also increases the percentage of our deposit base that is comprised
of transaction (checking) accounts.
Last, the wealth management business which operates under the
brand Middleburg adds greater scale to our own wealth business and increases fee based revenue.
Until the transaction closes, which isn’t expected until
early 2019, both banks will continue to operate separately and there should be very little impact on your day-to-day job.
You may be wondering how else this may impact you. As
a larger company, there will be more opportunities to grow and develop. It will also accelerate some of the work we have
undertaken to deliver top-tier financial performance to our shareholders and invest in our technology and product offerings.
As the company becomes more profitable, we expect that you will benefit through our profit sharing plans too.
Union’s current executive management, led by me, will
form the core of the combined company’s leadership team.
I’ve attached a copy of the news release and some frequently
asked questions. These documents will be posted on the Intranet as well. We’ll keep you updated on the progress
of the integration as more details become available. In the meantime, we have set up an email address where you can send
questions, concerns or comments. The address is:
unionintegration@bankatunion.com
As you will hear me say on the video, whenever mergers are underway
our competitors assume there will be disruption and redouble their efforts to attack our customer base. Let’s prove
them wrong by staying focused on our customers and executing our jobs flawlessly.
Teammate Email
With this acquisition we are creating a Virginia-based regional
banking franchise on a scale that we have not had in The Commonwealth in nearly twenty years, and have positioned Union as “Virginia’s
bank.” We have made a significant competitive entry into the large Northern Virginia market and have further differentiated
ourselves from our competitors. This is an exciting time to be at Union and together we can and will accomplish great things!
Thank you for all that you do, each and every day for this great
company, our customers, our teammates, our communities and our shareholders.
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.
Teammate Email
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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