UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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ACCESS
NATIONAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing or which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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October 5, 2018
Dear Valued Client:
We sincerely value your business and strive
to meet and exceed your needs and expectations at every turn. In our quest to serve you most effectively, we recently announced
our plan to merge with Union Bankshares Corporation. The executive leadership of Access views this all-stock transaction as an
investment with Union to create Virginia’s Regional Bank designed to meet your needs more effectively.
If the two banks were combined today, they
would have around $16.0 billion in assets, $11.9 billion in deposits and $11.4 billion in loans using the latest reported numbers.
After we combine, Union will have 153 branches and more than 200 ATMs across Virginia and in select locations in North Carolina
and Maryland. As a result you will find added convenience in more locations where you live, work and play. Furthermore, the bank
will be able to better keep pace with new and improved products and services of increased sophistication and technology, but with
the same high touch customer experience you’ve enjoyed with Access National Bank and our Middleburg Bank division.
While Union is expanding our network as
Virginia’s Regional Bank, some things will never change like – our commitment to our clients, the communities we serve
and a goal of best-in-class client experience.
The merger is scheduled to be completed
in early 2019 and until then, Access and Union will operate the banks independently of one another. Once the Access National Bank
and Middleburg Bank systems are converted to Union, expected in the second quarter of 2019, the branches will become part of the
convenient Union network.
As various milestones are achieved, we’ll
keep you informed on our website
www.accessnationalbank.com
, or at www.bankatunion.com. Please also see our Frequently
Asked Questions document on our website; we will update this document as we have merger-related details. If you have any questions
in the meantime, please feel free contact your relationship manager or myself at 703-871-2100.
Our mission is to make the merger transition
seamless and positive for you as we add new capabilities and enhanced convenience. We look forward to serving your financial needs
today and tomorrow. Thank you for banking with what is soon to be Virginia’s Regional Bank.
Respectfully,
Michael W. Clarke
Chief Executive Officer
Access National Bank
1800 Robert Fulton Dr., Reston, VA 20191 | 703.871.2100 | AccessNationalBank.com
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Member FDIC.
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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 Bankshares Corporation (“Union”) of Access National Corporation (“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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