Premier Community Bankshares to Merge with United Bankshares
January 29 2007 - 8:07AM
PR Newswire (US)
WINCHESTER, Va., Jan. 29 /PRNewswire-FirstCall/ -- Premier
Community Bankshares, Inc. ("Premier") (NASDAQ:PREM) announced that
it has entered into a definitive merger agreement with United
Bankshares, Inc. ("United") (NASDAQ:UBSI) under which United will
acquire Premier. The acquisition of Premier will afford United the
opportunity to enter new Virginia markets including the Winchester,
Harrisonburg, Charlottesville and surrounding areas. Under the
agreement, United will acquire Premier, which has $900.7 million in
assets at December 31, 2006 and 26 offices through three
wholly-owned banking subsidiaries, The Marathon Bank, Rockingham
Heritage Bank and Premier Bank. Upon completion of the acquisition,
it is anticipated that all three banking subsidiaries will be
merged with United's Virginia subsidiary, United Bank. Premier
shareholders will be permitted to elect to receive United common
stock or cash, or a combination of each, for their shares of
Premier common stock. The stock consideration will be at a fixed
exchange ratio of 0.93 shares of United common stock for each share
of Premier common stock and the cash consideration will be $34.00
per share. The election will be subject to pro-ration so that
Premier shareholders will receive in the aggregate a minimum of 50%
of the consideration in stock and a maximum of 65% of the
consideration in stock. The transaction, which has been approved by
both United's and Premier's Boards of Directors, is expected to
close late in the 2nd quarter or early 3rd quarter of 2007, pending
regulatory approvals and the approval of Premier shareholders.
Premier had 5,701,842 shares of common stock outstanding as of
January 26, 2007. The announced price represents a premium of 68.3%
over Premier's recent stock price of $20.20 per share as of January
26, 2007 and 2.70 times book value and 3.65 times tangible book
value as of December 31, 2006. The price of United's common stock
was $36.27 at the close of business on January 26, 2007. Donald L.
Unger, Premier's President and Chief Executive Officer stated, "We
are joining an excellent banking company which has a solid track
record of strong performance for the shareholders, employees,
customers and communities they serve." John K. Stephens, Premier's
Chairman added, "The value proposition afforded to our shareholders
is very strong. All of our constituents will benefit from this
transaction with United. United will enhance the products and
services we can bring to our customers in the growing markets that
we serve." Premier expects to continue to help build United's
franchise value through board representation at both the United
holding company and its Virginia bank subsidiary. Premier will be
entitled to one board seat on United's Board and three seats on
United Bank's Board. In addition, representatives of Premier's
Board of Directors will constitute a regional board for a newly
created region of United Bank encompassing the markets of
Winchester, Harrisonburg, Charlottesville and other surrounding
areas. Davenport & Company LLC served as financial advisor and
Williams Mullen served as legal advisor to Premier. Premier
Community Bankshares, Inc. is a growing multi-bank holding company
that operates 21 offices in the Shenandoah Valley region in the
northwestern part of Virginia, 3 offices in the central part of
Virginia and 2 offices in the eastern panhandle of West Virginia.
The Company's three subsidiary banks of Rockingham Heritage Bank,
The Marathon Bank and Premier Bank serve an increasingly
diversified market with a rapidly growing population. Premier stock
is traded on the NASDAQ Capital Market under the quotation symbol
"PREM." United Bankshares, with $6.7 billion in assets at December
31, 2006, presently has 90 full-service offices in West Virginia,
Virginia, Maryland, Ohio, and Washington, D.C. United Bankshares
stock is traded on the NASDAQ Global Select Market under the
quotation symbol "UBSI." Additional Information About the Merger
and Where to Find It Shareholders of Premier and other investors
are urged to read the proxy statement/prospectus that will be
included in the registration statement on Form S-4 that United will
file with the Securities and Exchange Commission in connection with
the proposed merger because it will contain important information
about United, Premier, the merger, the persons soliciting proxies
in the merger and their interests in the merger and related
matters. Investors will be able to obtain all documents filed with
the SEC by United free of charge at the SEC's Internet site
(http://www.sec.gov/). In addition, documents filed with the SEC by
United will be available free of charge from the Corporate
Secretary of United Bankshares, Inc., 514 Market Street,
Parkersburg, West Virginia 26101 telephone (304) 424-8800. Read the
proxy statement/prospectus carefully before making a decision
concerning the merger. Cautionary Language About 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 (the
"Merger") between Premier Community Bankshares, Inc. ("Premier")
and United Bankshares, Inc. ("United"), including future financial
and operating results, cost savings enhancements to revenue and
accretion to reported earnings that may be realized from the
Merger; (ii) United's and Premier'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 "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
managements of United and Premier and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the control of United and
Premier. In addition, these forward-looking statements are subject
to assumptions with respect to future business strategies and
decisions that are subject to change. 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 United and Premier 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, 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 stockholders of Premier may fail to approve the Merger; (6)
legislative or regulatory changes, including changes in accounting
standards, may adversely affect the businesses in which United and
Premier 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 United's and Premier's
markets could adversely affect operations; (10) an economic
slowdown could adversely affect credit quality and loan
originations; and (11) the involvement of the United States and its
allies in the war in southwest Asia could have unpredictable
negative affects on United's and Premier's businesses and the
economy. Additional factors, that could cause actual results to
differ materially from those expressed in the forward-looking
statements are discussed in Premier's and United'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 and furnished to the
Securities and Exchange Commission and available on the SEC's
Internet site (http://www.sec.gov/). Premier cautions the foregoing
list of factors is not exclusive. All subsequent written and oral
forward-looking statements concerning the proposed transaction or
other matters attributable to Premier or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statements above. Premier does not 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. DATASOURCE: Premier Community Bankshares, Inc. CONTACT: John
A. Willingham, Chief Financial Officer of Premier Community
Bankshares, Inc., +1-540-450-3077, or
Copyright
Premier Community Bankshares (NASDAQ:PREM)
Historical Stock Chart
From Jul 2024 to Aug 2024
Premier Community Bankshares (NASDAQ:PREM)
Historical Stock Chart
From Aug 2023 to Aug 2024