Additional Proxy Soliciting Materials (definitive) (defa14a)
January 11 2019 - 5:34PM
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
January
11, 2019
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
¨
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.
¨
On January 11, 2019, Access National Corporation
(“Access” or the “Company”) and Union Bankshares Corporation (“Union”) issued a joint press
release announcing the receipt of regulatory approvals from the Federal Reserve Bank of Richmond and from the Virginia State Corporation
Commission to move forward with the proposed merger of Access with and into Union. The joint press release announcing the receipt
of regulatory approvals is attached as Exhibit 99.1 and is incorporated herein by reference.
Important Additional Information
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 has filed with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (File
No. 333-228455) that includes 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. The definitive
Joint Proxy/Prospectus was first mailed to the shareholders of Union and Access on or about December 13, 2018.
Investors and
shareholders of Access and Union are urged to read carefully and in their entirety the Registration Statement and Joint Proxy/Prospectus
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 contain important information about the proposed transaction.
Investors and shareholders may obtain free
copies of the Registration Statement and the Joint Proxy/Prospectus 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,
is contained in the Joint Proxy/Prospectus and other relevant materials 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 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.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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-
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Not applicable.
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(b)
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-
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Not applicable.
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(c)
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-
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Not applicable.
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(d)
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Exhibits.
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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: January 11, 2019
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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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