The Company also announced on October 25,
2018 that its Board of Directors declared a cash dividend of $0.17 per share to shareholders of record as of November 8, 2018,
for payment on November 23, 2018.
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 Bankshares Corporation (“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. 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 its management about future events. Although 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 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, changes in asset quality and credit risk, changes
in interest rates and capital markets, competitive conditions, 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 comparable “risk factors” sections of 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 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 or its business 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 Access does not undertake any obligation to update, revise or clarify these forward-looking statements,
whether as a result of new information, future events or otherwise.