Union Bankshares Corporation (“Union”) (Nasdaq: UBSH) and Access
National Corporation (“Access”) (Nasdaq: ANCX) jointly announced
today that they have entered into a definitive merger agreement for
Union to acquire Access in an all-stock transaction. Combining the
two organizations will create the leading Virginia-based regional
bank with an unmatched presence across the Commonwealth.
Based on financial data as of June 30, 2018, the combined
company would have total assets of $16.0 billion, total deposits of
$11.9 billion and gross loans of $11.4 billion. This transaction
strengthens Union’s presence in Virginia’s most populous market,
Northern Virginia.
“We are excited about the opportunity to bring our companies
together to enhance both our products and customer service
capabilities,” said Raymond D. Smoot, Jr., Chairman of Union’s
Board of Directors. “We believe that our two companies are stronger
together, and the combination gives Union a uniquely valuable
franchise to create long term shareholder value.”
“We expect that our combined footprint will bring additional
convenience to our customers and position us as an even stronger
competitor against the large national banks, super regional banks
and smaller community banks alike – solidifying our position as
Virginia’s bank,” said John C. Asbury, President and Chief
Executive Officer of Union. “The combination with Access delivers
on our stated priorities for this year as well as our market
expansion goals in Northern Virginia. Access brings extensive
commercial and industrial lending expertise as well as strong
wealth management and trust businesses in addition to their
attractive Middleburg Bank retail operation. Increasing our
presence in Northern Virginia is a priority for Union as it is
Virginia’s largest market and will substantially complete our
Virginia franchise. With a more diversified loan portfolio and
deposit base, efficiencies gained and enhanced growth market
opportunities, the combined franchise will be able to sustainably
generate a higher level of top-tier financial performance for our
shareholders.”
Michael W. Clarke, President and Chief Executive Officer of
Access, said, “This investment in Union enables Access
shareholders, clients and associates to reap the rewards of
accelerating growth and opportunities in our markets. Our
go-forward position as Virginia’s regional bank allows our
stakeholders to realize benefits it would have taken years for us
to accomplish independently. We are thrilled about being an
important part of the Union team and look forward to what we can
accomplish together.”
Clarke will join Union’s board of directors and will assist in
the integration.
Under the terms of the merger agreement, each outstanding share
of Access common stock will be converted into the right to receive
0.75 shares of Union common stock, valuing the transaction at
approximately $610 million, or $29.19 per share based on Union’s
closing stock price of $38.92 on October 4, 2018.
The merger agreement has been approved by the board of directors
of each company. The companies expect to complete the transaction
in the first quarter of 2019, subject to the satisfaction of
customary closing conditions, including regulatory and shareholder
approvals.
Keefe, Bruyette & Woods, Inc. is acting as the financial
advisor to Union and Covington & Burling LLP is acting as its
legal advisor in the transaction. Sandler O’Neill + Partners, L.P.
is acting as financial advisor to Access and Troutman Sanders LLP
is acting as its legal advisor in the transaction.
Joint Investor Conference CallUnion and Access will host
a conference call to discuss today’s announcement, including the
investor presentation, at 9:00 a.m. Eastern Daylight Time today,
October 5, 2018.
The webcast with investor presentation can be accessed at:
https://engage.vevent.com/rt/unionbankshares~100518
and the audio is available at 877-668-4908 (international dial
in: 973-453-3058). The conference ID 3679458.
Presentation slides for the conference call are available on
Union’s investor website http://investors.bankatunion.com – News
& Events – Presentations and on Access’s investor website
http://ir.accessnationalbank.com – News & Events – Mergers
& Acquisitions. A replay of the conference call will be posted
on Union’s investor website http://investors.bankatunion.com
Media AvailabilitySenior leadership of Union will be
available to members of the news media from 10:00 a.m. to 10:30
a.m. Eastern Daylight Time today, October 5, 2018, at Union’s
headquarters at Three James Center, 1051 East Cary Street, Suite
1200, in Richmond, Virginia. To participate, please contact Beth
Shivak, Union’s VP and Director of Corporate Communications at:
804.327.5746
About Union Bankshares CorporationHeadquartered in
Richmond, Virginia, Union Bankshares Corporation (Nasdaq: UBSH) is
the holding company for Union Bank & Trust. Union Bank &
Trust has 140 branches, 7 of which are operated as Xenith Bank, a
division of Union Bank & Trust of Richmond, Virginia, and
approximately 200 ATMs located throughout Virginia and in portions
of Maryland and North Carolina. Non-bank affiliates of the holding
company include: Old Dominion Capital Management, Inc. and Dixon,
Hubard, Feinour, & Brown, Inc., which both provide investment
advisory services, and Union Insurance Group, LLC, which offers
various lines of insurance products.
About Access National CorporationHeadquartered in Reston,
Virginia, Access National Corporation (Nasdaq: ANCX) is the parent
company of Access National Bank and Middleburg Investment Group
serving Northern and Central Virginia. Access National Bank
is a commercial bank serving middle market businesses and
associated professionals throughout the Washington D.C. region.
Access National Bank’s core services include commercial credit,
deposit, investment, cash management, private banking and real
estate finance. Access National Bank also has subsidiaries that
provide wealth management, retirement planning and securities
brokerage.
Important Additional Information will be Filed with the
SECThis 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 approval with respect to the proposed
acquisition by Union of Access. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
the Securities Act of 1933, as amended, and no offer to sell or
solicitation of an offer to buy shall be made in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
In connection with the proposed acquisition, Union will file
with the U.S. Securities and Exchange Commission (“SEC”) a
Registration Statement on Form S-4 that will include a joint proxy
statement of Union and Access and a prospectus of Union (the “Joint
Proxy/Prospectus”), and each of Union and Access may file with the
SEC other relevant documents concerning the proposed transaction. A
definitive Joint Proxy/Prospectus will be sent to the shareholders
of Union and Access. Investors and shareholders of Union and
Access are urged to read carefully and in their entirety the
Registration Statement and Joint Proxy/Prospectus when they become
available and any other relevant documents filed with the SEC by
Union and Access, as well as any amendments or supplements to those
documents, because they will contain important information about
the proposed transaction.
Investors and shareholders may obtain free copies of the
Registration Statement and the Joint Proxy/Prospectus (when
available) and other documents filed with the SEC by Union and
Access through the website maintained by the SEC at www.sec.gov.
Free copies of the Registration Statement and the Joint
Proxy/Prospectus and other documents filed with the SEC also may be
obtained by directing a request by telephone or mail to Union
Bankshares Corporation, 1051 East Cary Street, Suite 1200,
Richmond, Virginia 23219, Attention: Investor Relations (telephone:
(804) 633-5031), or Access National Corporation, 1800 Robert
Fulton Drive, Suite 300, Reston, VA 20191. Attention: Sheila Linton
(telephone: (703) 871-2100), or by accessing Union’s website at
www.bankatunion.com under “Investor Relations” or Access’s website
at www.accessnationalbank.com under “Investor Relations.” The
information on Union’s and Access’s websites is not, and shall not
be deemed to be, a part of this press release or incorporated into
other filings either company makes with the SEC.
Participants in the SolicitationUnion, Access and their
respective directors and certain of their executive officers and
employees may be deemed to be participants in the solicitation of
proxies from the shareholders of Union or Access in connection with
the proposed transaction. Information about the directors and
executive officers of Union and their ownership of Union common
stock is set forth in the proxy statement for Union’s 2018 annual
meeting of shareholders, which was filed with the SEC on March 21,
2018. Information about the directors and executive officers of
Access and their ownership of Access common stock is set forth in
the proxy statement for Access’s 2018 annual meeting of
shareholders, which was filed with the SEC on April 12, 2018.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Joint
Proxy/Prospectus and other relevant materials to be filed with the
SEC when they become available. Free copies of these documents may
be obtained as described above.
Forward-Looking StatementsCertain statements in this
press release may constitute “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements include, without limitation,
projections, predictions, expectations, or beliefs about future
events or results and are not statements of historical fact. Such
statements also include statements as to the anticipated impact of
the Union acquisition of Access, including future financial and
operating results, ability to successfully integrate the combined
businesses, the amount of cost savings, overall operational
efficiencies and enhanced revenues as well as other statements
regarding the acquisition. Such forward-looking statements are
based on various assumptions as of the time they are made, and are
inherently subject to known and unknown risks, uncertainties and
other factors that may cause actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements are often
accompanied by words that convey projected future events or
outcomes such as “expect,” “believe,” “estimate,” “plan,”
“project,” “anticipate,” “intend,” “will,” “may,” “view,”
“opportunity,” “potential,” or words of similar meaning or other
statements concerning opinions or judgment of Union or Access or
their management about future events. Although each of Union and
Access believes that its expectations with respect to
forward-looking statements are based upon reasonable assumptions
within the bounds of its existing knowledge of its business and
operations, there can be no assurance that actual results,
performance, or achievements of Union or Access will not differ
materially from any projected future results, performance, or
achievements expressed or implied by such forward-looking
statements. Actual future results performance, or achievements may
differ materially from historical results or those anticipated
depending on a variety of factors, including but not limited
to, the businesses of Union and Access may not be integrated
successfully or such integration may be more difficult,
time-consuming or costly than expected, expected revenue
synergies and cost savings from the proposed acquisition may not be
fully realized or realized within the expected time
frame, revenues following the proposed acquisition may be
lower than expected, customer and employee relationships and
business operations may be disrupted by the proposed acquisition,
the diversion of management time on acquisition-related issues,
changes in Union’s share price before closing, risks relating to
the potential dilutive effect of shares of Union common stock to be
issued in the proposed transaction, the ability to obtain
regulatory, shareholder or other approvals or other conditions to
closing on a timely basis or at all, the ability to close the
proposed acquisition on the expected timeframe, or at all, and that
closing may be more difficult, time-consuming or costly than
expected, the reaction to the proposed acquisition of the
companies’ customers, employees and counterparties, and other risk
factors, many of which are beyond the control of Union and Access.
We refer you to the “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections
of Union’s Annual Report on Form 10-K for the year ended December
31, 2017, and Access’s Annual Report on Form 10-K for the year
ended December 31, 2017 and comparable “risk factors” sections of
Union’s and Access’s Quarterly Reports on Form 10-Q and other
filings, which have been filed with the SEC and are available on
the SEC’s website at www.sec.gov. All of the forward-looking
statements made in this press release are expressly qualified by
the cautionary statements contained or referred to herein. The
actual results or developments anticipated may not be realized or,
even if substantially realized, they may not have the expected
consequences to or effects on Union, Access or their respective
businesses or operations. Readers are cautioned not to rely too
heavily on the forward-looking statements contained in this press
release. Forward-looking statements speak only as of the date they
are made and neither Union nor Access undertakes any obligation to
update, revise or clarify these forward-looking statements, whether
as a result of new information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181005005192/en/
Bill Cimino(804) 448-0937,VP and Director of Investor Relations
of UnionorMichael W. Clarke(703) 871-2100,CEO of Access
Union Bankshares Corp (NASDAQ:UBSH)
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