CHARLOTTESVILLE, Va. and
WARRENTON, Va., Oct. 1, 2020 /PRNewswire/ -- Virginia
National Bankshares Corporation (OTCQX: VABK) ("Virginia National")
and Fauquier Bankshares, Inc. (NASDAQ: FBSS) ("Fauquier") today jointly announced the signing
of a definitive agreement to combine in a strategic merger of
equals. The combined company would have approximately
$1.6 billion in total assets,
$1.4 billion in total deposits,
$1.3 billion in loans and more than
$1.0 billion in assets under
management based upon reported amounts as of June 30, 2020.
This strategic combination of like-minded community banks will
create a premier Virginia financial institution with greater scale,
operating leverage and complementary business lines. After the
merger, the combined company will operate under the Virginia
National brand and will be able to serve larger clients in its core
Virginia markets of Charlottesville, Warrenton, Winchester and the counties of Albemarle, Fauquier, Frederick and Prince
William. It will also accelerate current market expansions
in Richmond and Northern Virginia.
"It is a rare opportunity to have two well-respected community
banks of equal size in attractive markets put their individual
missions aside to join forces in order to improve the experience of
clients and employees and accelerate the returns of their
shareholders," said Glenn W. Rust,
President and Chief Executive Officer of Virginia National. "Our
entire team is honored to be entering this partnership with The
Fauquier Bank, and I look forward to the leadership of The Fauquier
Bank joining our team and bringing their expertise and experience
to our organization."
"There is a long-standing mutual respect between our two
companies," said Marc J. Bogan,
President and Chief Executive Officer of The Fauquier Bank. "The
enhanced scale and complementary business lines resulting from this
transaction provides the best opportunity for both banks to better
serve our major constituencies: our clients, our employees, our
shareholders and our communities. We are committed to using
the best practices of both companies to increase our market share
across Virginia."
The merger agreement was unanimously approved by the boards of
directors of both companies and has unanimous support from all
directors. Under the terms of the agreement, Fauquier shareholders will receive 0.6750
shares of Virginia National common stock for each share of
Fauquier common stock held. After
the merger of Fauquier into
Virginia National, Virginia National shareholders will own
approximately 51.4% of the combined company, and Fauquier shareholders will own approximately
48.6%.
Upon consummation of the transaction, Fauquier will merge into Virginia National and
Virginia National will be the surviving holding company.
Following the holding company merger, The Fauquier Bank will merge
into Virginia National Bank ("VNB")
and VNB will be the surviving bank. Offices of The Fauquier
Bank will be rebranded as VNB offices after systems are
integrated. Virginia National's headquarters will remain in
Charlottesville, Virginia.
Following the merger, the boards of directors of Virginia
National and VNB will include seven members from the current
Virginia National and VNB boards and six members from the current
Fauquier and The Fauquier Bank
boards. Current Virginia National Chairman, William D. Dittmar, Jr., will continue to serve
as Chairman of the combined company and current Fauquier Chairman,
John B. Adams, Jr., will be
appointed Vice Chairman. At the effective time of the merger, Mr.
Rust will continue to serve as President and Chief Executive
Officer of Virginia National, while Mr. Bogan will be appointed
President and Chief Executive Officer of VNB. Mr. Rust and
Mr. Bogan will both serve on the boards of Virginia National and
VNB.
The combination is expected to be completed in the first half of
2021, subject to approval of both companies' shareholders,
regulatory approvals and other customary closing conditions.
Performance Trust Capital Partners is acting as financial
advisor to Virginia National and Williams
Mullen is acting as its legal advisor. Piper Sandler & Co. is acting as financial
advisor to Fauquier and
Troutman Pepper is acting as its
legal advisor.
About Virginia National
Virginia National Bankshares Corporation is the holding company
for VNB. VNB offers a full range of banking and related financial
services to locally owned businesses and individuals through its
four offices located in Central
Virginia and one office in Winchester.
About Fauquier
Fauquier Bankshares, Inc. is the holding company for The
Fauquier Bank. The Fauquier Bank is an independent community bank
offering a full range of financial services, including internet
banking, mobile banking, commercial, retail, insurance, wealth
management, and financial planning services through eleven banking
offices located in Fauquier and
Prince William Counties in
Virginia.
Additional Information About the Merger and Where to Find
It
In connection with the proposed merger, Virginia National
intends to file with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-4, which will include a
joint proxy statement/prospectus to be mailed to shareholders of
both Virginia National and Fauquier. SECURITY HOLDERS OF VIRGINIA
NATIONAL AND FAUQUIER ARE ADVISED
TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE AND ANY OTHER
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION REGARDING VIRGINIA NATIONAL, FAUQUIER AND THE PROPOSED MERGER TRANSACTION.
Security holders may obtain free copies of these documents, once
they are filed, and other documents filed with the SEC on the SEC's
website at http://www.sec.gov. Security holders will also be able
to obtain these documents, once they are filed, free of charge, by
requesting them in writing from Tara Y.
Harrison, Virginia National's Chief Financial Officer, at
404 People Place, Charlottesville,
Virginia 22911, or by telephone at (434) 817-8587, or
Christine E. Headly, Fauquier's Chief Financial Officer, at 10
Courthouse Square, Warrenton,
Virginia 20186, or by telephone at (540) 349-0218.
Virginia National, Fauquier and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of Virginia National and Fauquier in connection with the proposed
merger. Information about the directors and executive officers of
Virginia National and Fauquier
will be included in the joint proxy statement/prospectus when it
becomes available. Additional information regarding the interests
of those persons and other persons who may be deemed participants
in the transaction may be obtained by reading the joint proxy
statement/prospectus regarding the proposed merger when it becomes
available. You may obtain free copies of each document as described
in the preceding paragraph.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or proxy in favor of the merger, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited
to, statements about (i) the benefits of a merger between Virginia
National and Fauquier, including
future financial and operating results, cost savings, enhancements
to revenue and accretion to reported earnings that may be realized
from the merger; (ii) Virginia National's and Fauquier's plans, objectives, expectations and
intentions and other statements contained in this press release
that are not historical facts; and (iii) other statements
identified by words such as "may", "assumes", "approximately",
"will", "expects", "anticipates", "intends", "plans", "believes",
"seeks", "estimates", "targets", "projects", or words of similar
meaning generally intended to identify forward-looking statements.
These forward- looking statements are based upon the current
beliefs and expectations of the respective management of Virginia
National and Fauquier and are
inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
beyond the control of Virginia National and Fauquier. In addition, these forward-looking
statements are subject to various risks, uncertainties and
assumptions with respect to future business strategies and
decisions that are subject to change and difficult to predict with
regard to timing, extent, likelihood and degree of occurrence. As a
result, actual results may differ materially from the anticipated
results discussed in these forward-looking statements because of
possible uncertainties.
The following factors, among others, could cause actual results
to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of Virginia National and Fauquier may not be combined successfully, or
such combination may take longer, be more difficult, time-consuming
or costly to accomplish than expected; (2) the expected growth
opportunities or cost savings from the merger may not be fully
realized or may take longer to realize than expected; (3) deposit
attrition, operating costs, customer losses and business disruption
following the merger, including adverse effects on relationships
with employees and customers, may be greater than expected; (4) the
regulatory approvals required for the merger may not be obtained on
the proposed terms or on the anticipated schedule; (5) the
shareholders of Virginia National or Fauquier may fail to approve the merger; (6)
economic, legislative or regulatory changes, including changes in
accounting standards, may adversely affect the businesses in which
Virginia National and Fauquier are
engaged; (7) the interest rate environment may further compress
margins and adversely affect net interest income; (8) results may
be adversely affected by continued diversification of assets and
adverse changes to credit quality; (9) competition from other
financial services companies in Virginia National's and
Fauquier's markets could adversely
affect operations; (10) an economic slowdown could adversely affect
credit quality and loan originations; (11) the COVID-19 pandemic is
adversely affecting Virginia National, Fauquier, and their respective customers,
employees and third-party service providers; the adverse impacts of
the pandemic on their respective business, financial position,
operations and prospects have been material, and it is not possible
to accurately predict the extent, severity or duration of the
pandemic or when normal economic and operation conditions will
return; and (12) other factors that may affect future results of
Virginia National and Fauquier,
including: changes in asset quality and credit risk; the inability
to sustain revenue and earnings growth; changes in interest rates
and capital markets; inflation; customer borrowing, repayment,
investment and deposit practices; the impact, extent and timing of
technological changes; capital management activities; and other
actions of the bank regulatory agencies and legislative and
regulatory actions and reforms. Additional factors that could cause
actual results to differ materially from those expressed in the
forward-looking statements are discussed in Virginia National's and
Fauquier's reports (such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed with the SEC and available on the SEC's
Internet site (http://www.sec.gov).
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SOURCE Fauquier Bankshares, Inc.