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OMB APPROVAL
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OMB Number:
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3235-0059
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Expires:
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January 31, 2008
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Estimated average burden
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hours per response
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14
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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
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to §240.14a-12
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BOE Financial Services of Virginia, Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which the transaction applies:
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(2)
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Aggregate number of securities to which the transaction applies:
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(3)
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Per unit price or other underlying value of the 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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(4)
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Proposed maximum aggregate value of the transaction:
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¨
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Fee paid previously with preliminary materials.
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¨
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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 for 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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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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For Immediate Release
Friday, April 25, 2008
BOE Financial Services of Virginia, Inc.
George M. Longest, Jr., President
Tappahannock, Virginia
(804) 443-4343
BOE Financial Services of Virginia Extends Stockholder Vote on Merger with
Community Bankers Acquisition Corp. to May 21, 2008
Tappahannock, Virginia. BOE Financial Services of Virginia (BOE) (Nasdaq: BSXT) announced at its special meeting of stockholders today that it was adjourning the meeting called to consider and vote on the
proposed business combination with Community Bankers Acquisition Corp. (CBAC) (Amex: BTC) and the related matters set forth in the joint proxy statement/prospectus previously mailed to the BOE stockholders. The BOE special meeting will
reconvene on May 21, 2008 at 10:00 a.m., local time, at the Tappahannock Essex Volunteer Fire Department meeting hall at 620 Airport Road, Tappanhannock, Virginia 22560.
As of the meeting date, the holders of 69.23% of the outstanding shares have voted in favor of the merger proposal, which is more than the two-thirds vote necessary for approval under Virginia law. Although a
sufficient number of votes has been received to approve the merger proposal, BOE determined to adjourn the meeting to May 21, 2008, after learning that CBAC planned to adjourn both its annual meeting of stockholders and its special meeting of
stockholders being held today in order to provide CBAC stockholders additional time to consider and vote on the proposed merger with TransCommunity Financial Corporation (TFC) (OTCBB: TCYF) and the proposed merger with BOE and related
matters. As CBAC announced earlier today, in the event CBAC is able to obtain the required stockholder approvals, it is possible that CBAC may enter into transactions which could be relevant to both CBAC stockholders and BOE stockholders. In such
event, BOE may desire to provide additional disclosures about such transactions to its stockholders prior to finalizing its stockholders vote. There can be no assurance that CBAC will be able to obtain the required vote.
The record date for stockholders entitled to vote at the special meeting remains the close of business on March 25, 2008.
Additional information about the proposed merger can be found in the definitive joint proxy statement/prospectus. The definitive joint proxy statement/prospectus
relating to the BOE special meeting was filed with the SEC on March 31, 2008 and is available at www.sec.gov.
Additional Information About the
Mergers and Where to Find It
In connection with the proposed mergers, CBAC has filed with the SEC a registration statement on Form S-4 to register the
shares of CBAC common stock to be issued to the shareholders of TFC as well as a registration statement on Form S-4 to register the shares of CBAC common stock to be issued to the shareholders of BOE. Each registration statement includes a joint
proxy statement/prospectus, which has been mailed to the stockholders of record of CBAC and to the shareholders of TFC or BOE, as applicable, seeking their approval of the applicable merger. In addition CBAC, TFC, and BOE may file other relevant
documents concerning the proposed mergers with the SEC.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENTS ON FORM S-4 AND THE JOINT PROXY
STATEMENT/PROSPECTUSES FILED WITH THE SEC AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGERS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CBAC, TFC, AND BOE AND THE PROPOSED TRANSACTIONS. Investors
and security holders may obtain free copies of these documents through the website maintained by the SEC at
http://www.sec.gov
. Free copies of both joint proxy statement/prospectuses also may be obtained by directing a request by telephone or
mail to: Community Bankers Acquisition Corp., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attention: Investor Relations (telephone: (703) 759-0751). Free copies of the joint proxy statement/prospectus relating to the proposed
merger of CBAC with TFC also may be obtained by directing a request by telephone or mail to: TransCommunity Financial Corporation, 4235 Innslake Drive, Glen Allen, Virginia 23060, Attention: Investor Relations (telephone: (804) 934-9999), or by
accessing TFCs website at http://www.TCFCorp.com under Investor Relations. Free copies of the joint proxy statement/prospectus relating to the proposed merger of CBAC with BOE also may be obtained by directing a request by
telephone or mail to: BOE Financial Services of Virginia, Inc., 1325 Tappahannock Boulevard, Post Office Box 965, Tappahannock, Virginia 22560, Attention: Investor Relations (telephone: (804) 443-4343), or by accessing BOEs website at
http://www.bankofessex.com
under Investor Relations. The information on BOEs and TFCs websites is not, and shall not be deemed to be, a part of this release or incorporated into other filings either company, or CBAC,
makes with the SEC.
CBAC, TFC and BOE and their respective directors, executive officers and members of management may be deemed to be participants in the
solicitation of proxies from the shareholders of BOE and TFC, as applicable, and/or CBAC in connection with the mergers. Information about the directors and executive officers of CBAC is set forth in the Annual Report on Form 10-K filed with the SEC
on March 31, 2008. Information about the directors and executive officers of TFC is set forth in the Annual Report on Form 10-K filed with the SEC on March 31, 2008. Information about the directors and executive officers of BOE is set
forth in the Annual Report on Form 10-K filed with the SEC on March 31, 2008. Additional information regarding the interests of these participants and other persons who may be deemed participants in the mergers may be obtained by reading the
joint proxy statement/prospectuses regarding the mergers filed with the SEC on March 31, 2008.
Caution Regarding Forward-Looking Statements
Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak
only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the mergers, including future financial and operating results, cost savings and
enhanced revenues that may be realized from the mergers as well as other statements of expectations regarding the mergers and any other statements regarding future results or expectations. Each of CBAC, TFC and BOE intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. The companies
respective abilities to predict results, or the actual effect of future plans or strategies, are inherently uncertain. Factors which could have a material effect on the operations and future prospects of each of CBAC, TFC and BOE and the surviving
corporation, include but are not limited to: (1) the businesses of CBAC, TFC, and BOE may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and
cost savings from the mergers may not be fully realized or realized within the expected time frame; (3) revenues following the mergers may be lower than expected; (4) customer and employee relationships and business operations may be
disrupted by the mergers; (5) the ability to obtain required regulatory and stockholder approvals, and the ability to complete the mergers on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes
in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the
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Federal Reserve Board may adversely impact income; (7) changes in the quality and composition of the loan and securities portfolios, demand for loan
products, deposit flows, competition, demand for financial services in BOEs and TFCs market areas may adversely affect operations; (8) CBAC, TFC and BOEs implementation of new technologies and their ability to develop and
maintain secure and reliable electronic systems may impact their respective businesses; (9) changes in accounting principles, policies, and guidelines may impact reported earnings; and (10) other risk factors detailed from time to time in
filings made by CBAC, BOE or TFC with the SEC may be associated with their respective businesses. CBAC, TFC and BOE undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events
or otherwise.
This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such
solicitation would be unlawful.
Source: BOE Financial Services of Virginia, Inc.
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