At separate shareholder meetings held on June 16, 2021, First
National (NASDAQ: FXNC) (the “Company” or “First National”), the
parent holding company of First Bank, and The Bank of Fincastle
(OTC: BFTL) (“Fincastle”), received the required approval of each
company’s shareholders to proceed with the previously announced
merger of Fincastle with and into First Bank (the “Merger”). The
parties expect the Merger to be effective in the third quarter of
2021.
Based on financial information as of December 31, 2020, the
combined company would have approximately $1.2 billion in assets,
$1.1 billion in deposits, and $868 million in loans.
ABOUT FIRST NATIONAL CORPORATION
First National Corporation (NASDAQ: FXNC) is the parent company
and bank holding company of First Bank, a community bank that first
opened for business in 1907 in Strasburg, Virginia. First Bank
offers loan and deposit products and services through its website,
www.fbvirginia.com, its mobile banking platform, a network of
ATMs located throughout its market area, one loan production
office, a customer service center in a retirement community, and 14
bank branch office locations located throughout the Shenandoah
Valley, the central regions of Virginia and in the city of
Richmond. In addition to providing traditional banking services,
First Bank operates a wealth management division under the name
First Bank Wealth Management. First Bank also owns First Bank
Financial Services, Inc., which invests in entities that provide
investment services and title insurance.
ABOUT THE BANK OF FINCASTLE
The Bank of Fincastle has been a leading financial services
provider in the Roanoke region since 1875, and offers a full range
of banking, lending and investment products. Headquartered in
Fincastle, Virginia, The Bank of Fincastle has 6 full‐service
branches, 13 ATM locations, a 7 a.m. to 7 p.m. drive through
location and offers online deposit account opening, online real
estate and consumer loan applications, online banking, mobile
banking and 24/7 telephone banking. The Bank of Fincastle is a
Member FDIC, Equal Housing Lender and Equal Opportunity
Employer.
FORWARD-LOOKING STATEMENTS
Certain information contained in this discussion may include
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements relate to our plans, objectives, expectations and
intentions, are not historical facts, and are identified by words
such as “believes,” “expects,” “anticipates,” “estimates,”
“intends,” “plans,” “targets,” and “projects,” as well as similar
expression. Although the Company believes that its expectations
with respect to the forward-looking statements are based upon
reliable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that actual
results, performance or achievements of the Company will not differ
materially from any future results, performance or achievements
expressed or implied by such forward-looking statements.
Forward-looking statements involve a number of risks and
uncertainties, including the rapidly changing uncertainties related
to the COVID-19 pandemic and its potential adverse effect on the
economy, our employees and customers, and our financial
performance. For details on other factors that could affect
expectations, see the risk factors and other cautionary language
included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2020, and other filings with the SEC.
In addition to factors previously disclosed in the reports filed
by the Company with the SEC, additional risks and uncertainties may
include, but are not limited to: (1) the risk that the cost savings
and any revenue synergies from the proposed merger may not be
realized or take longer than anticipated to be realized, (2)
disruption from the proposed merger of customer, supplier, employee
or other business partner relationships, (3) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement, (4) the possibility that the
costs, fees, expenses and charges related to the proposed merger
may be greater than anticipated, (5) the ability of the Company to
obtain required governmental approvals of the proposed merger, (6)
reputational risk and the reaction of each of the parties’
customers, suppliers, employees or other business partners to the
proposed merger, (7) the failure of the closing conditions in the
merger agreement to be satisfied, or any unexpected delay in
closing the proposed merger, (8) the risks relating to the
integration of Fincastle’s operations into the operations of the
Company, including the risk that such integration will be
materially delayed or will be more costly or difficult than
expected, (9) the outcome of any legal proceedings that may be or
have been instituted against the Company, First Bank, or Fincastle
, (10) the risk of expansion into new geographic or product
markets, (11) the dilution caused by the Company’s issuance of
additional shares of its common stock in the proposed merger, and
(12) general competitive, economic, political and market
conditions. Additional factors that could cause results to differ
materially from those described in the forward-looking statements
can be found in the Company’s reports (such as the Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K) filed with the SEC and available at the SEC’s Internet
site (http://www.sec.gov). All subsequent written and
oral forward-looking statements concerning the Company, Fincastle
or any person acting on their behalf is expressly qualified in
their entirety by the cautionary statements above. Neither the
Company nor Fincastle undertake any obligation to update any
forward-looking statement to reflect circumstances or events that
occur after the date the forward-looking statements are made.
Additional Information About the Merger
and Where to Find It
First National has filed relevant documents
concerning the merger with the SEC, including a registration
statement on Form S-4 which includes a joint proxy statement of
First National and Fincastle and a prospectus of First National.
Shareholders of Fincastle can obtain a free copy of the joint proxy
statement of First National and Fincastle and the prospectus of
First National, as well as other filings by First National, at the
SEC’s internet site (http://www.sec.gov). Copies of the joint proxy
statement of First National and Fincastle and the prospectus of
First National and the filings with the SEC that are incorporated
by reference in the joint proxy statement of First National and
Fincastle and the prospectus of First National can also be
obtained, without charge, by directing a request to Scott C.
Harvard, First National Corporation, 112 West King Street,
Strasburg, Virginia 22657, or by telephone at (540) 465-9121.
SHAREHOLDERS OF FINCASTLE ARE URGED TO READ THE
JOINT PROXY STATEMENT OF FIRST NATIONAL AND FINCASTLE AND THE
PROSPECTUS OF FIRST NATIONAL AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC REGARDING THE TRANSACTION, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION.
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful under the securities laws of
any such jurisdiction.
CONTACTS
Scott C. Harvard |
|
C. Scott Steele |
President and CEO |
|
President and CEO |
(540)
465-9121 |
|
(540)
473-2761 |
sharvard@fbvirginia.com |
|
scott.steele@bankoffincastle.com |
|
|
|
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