Stockholders Approve TowneBank Merger With Monarch Financial Holdings, Inc. and Monarch Bank
June 21 2016 - 1:00PM
Hampton Roads based TowneBank (NASDAQ:TOWN) and Monarch Financial
Holdings, Inc. (“Monarch”) (NASDAQ:MNRK), the holding company for
Monarch Bank, today announced stockholder approval of their
proposed merger at separate special stockholder meetings, pursuant
to which TowneBank will acquire Monarch and Monarch Bank.
“We are pleased with the support of our stockholders as we
prepare to join hands with our long-time friends at Monarch and
continue our quest to build a great community asset,” said G.
Robert Aston, Jr., Chairman and CEO of TowneBank.
Brad E. Schwartz, CEO of Monarch added, “The overwhelming
support of our stockholders shows the confidence they have in our
ability to put these two premier banks together to create a
hometown community banking powerhouse.”
The acquisition has received all regulatory
approvals and is expected to close on June 24, 2016.
Under the terms of the agreement, stockholders of Monarch will
receive 0.883 shares of TowneBank common stock for each share of
Monarch common stock.
About TowneBankAs one of the
top community banks in Virginia and North Carolina, TowneBank
operates 37 banking offices serving Chesapeake, Chesterfield
County, Glen Allen, Hampton, James City County, Mechanicsville,
Newport News, Norfolk, Portsmouth, Richmond, Suffolk, Virginia
Beach, Williamsburg, and York County in Virginia, along with
Moyock, Grandy, Camden County, Southern Shores, Corolla and Nags
Head in North Carolina. Towne also offers a full range of financial
services through its controlled divisions and subsidiaries that
include Towne Investment Group, Towne Insurance Agency, Towne
Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage,
Berkshire Hathaway HomeServices Towne Realty, Towne 1031 Exchange,
LLC, Beach Properties of Hilton Head, and Oak Island
Accommodations. Local decision-making is a hallmark of its
hometown banking strategy that is delivered through the leadership
of each group’s President and Board of Directors. With total
assets of $6.37 billion as of March 31, 2016, TowneBank is one of
the largest banks headquartered in Virginia.
About MonarchMonarch Financial
Holdings, Inc. is the one-bank holding company for Monarch Bank.
Monarch Bank is a community bank with 10 banking offices in
Chesapeake, Virginia Beach, Norfolk, and Williamsburg, Virginia.
Monarch Bank also has loan production offices in Newport News
and Richmond, Virginia. OBX Bank, a division of Monarch Bank,
operates offices in Kitty Hawk and Nags Head, North Carolina.
Monarch Mortgage and our affiliated mortgage companies have
over 35 offices with locations in Virginia, North Carolina,
Maryland, and South Carolina. Our subsidiaries/divisions
include Monarch Bank, OBX Bank, Monarch Mortgage (secondary
mortgage origination), OBX Bank Mortgage (secondary mortgage
origination), Coastal Home Mortgage, LLC (secondary mortgage
origination), Fitzgerald Financial, LLC (secondary mortgage
origination), Advance Mortgage, LLC (secondary mortgage
origination), Monarch Bank Private Wealth (investment, trust,
planning and private banking), Monarch Investments (investment and
insurance solutions), Real Estate Security Agency, LLC (title
agency) and Monarch Capital, LLC (commercial mortgage
brokerage).
Additional Information About the Merger
and Where to Find It: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 merger with Monarch, including
future financial and operating results, cost savings and enhanced
revenues that may be realized from the merger, as well as other
statements of expectations regarding the merger and any other
statements regarding future results or expectations. Each of
TowneBank and Monarch 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. TowneBank’s ability to predict results, or
the actual effect of future plans or strategies, is inherently
uncertain. Factors which could have a material effect on the
operations and future prospects of each of TowneBank and Monarch,
and the resulting company after the merger, include but are not
limited to: (1) the businesses of TowneBank and Monarch 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 merger may not be fully
realized or realized within the expected timeframe; (3) revenues
following the merger may be lower than expected; (4) customer and
employee relationships and business operations may be disrupted by
the merger; (5) the ability to complete the merger on the expected
timeframe may be more difficult, time‐consuming or costly than
expected; (6) changes in interest rates, general economic and
business conditions, legislative/regulatory changes; the monetary
and fiscal policies of the U.S. government, including policies of
the U.S. Treasury and the Board of Governors of the Federal
Reserve; the quality and composition of the loan and securities
portfolios; demand for loan products; deposit flows; competition;
demand for financial services in the companies’ respective market
areas; their implementation of new technologies; their ability to
develop and maintain secure and reliable electronic systems;
changes in the securities markets; and accounting principles,
policies and guidelines, and (7) other risk factors detailed from
time to time in filings made by TowneBank with the Federal Deposit
Insurance Corporation or Monarch with the Securities and Exchange
Commission. TowneBank and Monarch undertake no obligation to update
or clarify these forward‐looking statements, whether as a result of
new information, future events or otherwise.
For more information contact:
G. Robert Aston, Jr., TowneBank Chairman and CEO, (757) 638-6780
Brad E. Schwartz, Monarch Financial Holdings, Inc., CEO, (757) 389-5111
Clyde E. McFarland, Jr., Senior Executive Vice President and CFO, (757) 638-6801
William B. Littreal, Chief Investment Relations Officer and COO, (757) 638-6813
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