BOE Financial Services of Virginia, Inc. to Merge With Community Bankers Acquisition Corp.
Market Wire, December, 2007
BOE Financial Services of Virginia, Inc. ("BOE"), TransCommunity Financial Corporation ("TFC") (OTCBB: TCYF) and Community Bankers Acquisition Corp. ("CBAC") announced today BOE and CBAC have entered into a definitive agreement and plan of merger (the "BOE Merger Agreement") providing for the merger of BOE with and into CBAC. Under the terms of the BOE Merger Agreement, BOE shareholders will receive 5.7278 shares of CBAC common stock for each of their shares of BOE common stock, subject to possible adjustment. The aggregate transaction value is estimated to be approximately $52 million and the per share value will be no less than $42.50.
As previously announced, TFC has also entered into a definitive agreement and plan of merger with CBAC (the "TFC Merger Agreement") providing for the merger of TFC with and into CBAC. Under the terms of the TFC Merger Agreement, TFC has given its consent to CBAC entering into the BOE Merger Agreement. It is anticipated that the BOE merger would occur subsequent to the previously announced proposed merger of TFC and CBAC. The resulting holding company, which will be named Community Bankers Trust Corporation, will be headquartered in Glen Allen, Virginia.
In anticipation of the proposed mergers, TFC plans to declare a one-time special dividend in the amount of $0.25 per share to TFC shareholders, which dividend would be paid immediately prior to the effective time of the merger of TFC with CBAC and after all conditions to the closing are satisfied.
Alexander F. Dillard, Jr., currently Chairman of the Board of Directors of BOE will serve as Chairman of the Board of Directors of the resulting company, Troy A. Peery, Jr., currently Chairman of the Board of Directors of TFC, will serve as a Vice-Chairman of the Board of Directors of the resulting company, and Gary A. Simanson, currently a Director, President and Chief Executive Officer of CBAC, will serve as a Vice-Chairman of the Board. Bruce B. Nolte, currently President and Chief Executive Officer of TFC, will serve as Chief Executive Officer of the resulting company, and George M. Longest, Jr., currently President and Chief Executive Officer of BOE, will serve as President of the resulting company. Bruce E. Thomas, currently Senior Vice President and Chief Financial Officer of BOE, will serve as Chief Financial Officer of the resulting company, and Patrick J. Tewell, currently Chief Financial Officer of TFC, will serve as Chief Accounting Officer of the resulting company. The resulting company will be governed by a Board of Directors of fourteen members, six directors nominated by each of BOE and TFC, respectively, and two directors nominated by CBAC.
TFC's wholly owned banking subsidiary, TransCommunity Bank, N.A. will be merged with and into BOE's wholly owned banking subsidiary, Bank of Essex, which will continue to be headquartered in Tappahannock, Virginia. George M. Longest, Jr. will continue to serve as Chief Executive Officer of Bank of Essex, and M. Andrew McLean, currently President of TransCommunity Bank, N.A., will serve as President of Bank of Essex. Bank of Essex will continue to do business through its Bank of Essex name in its current operating markets and additionally will operate TransCommunity Bank N.A.'s existing operating divisions, Bank of Powhatan, Bank of Goochland, Bank of Louisa and Bank of Rockbridge under their existing names.
Alex Dillard, Chairman of BOE, said, "Since 1926 the Bank of Essex has been serving the community banking needs of Essex County, the Northern Neck and the contiguous greater Richmond area. After getting to know the people at CBAC and TFC, we feel they share in our vision for a strong Virginia-based community bank that focuses on the needs of the local customer. We see this merger with CBAC and TFC as a way of not only preserving our unique style of community banking, but also as a way to grow and expand our franchise while staying true to the basic principles that have guided us so well for over 80 years. The combined management strengths, capital resources and banking locations, along with the potential operating efficiencies, enhanced liquidity and value of our combined companies, should serve our shareholders, customers and communities well in the coming years."
Troy Peery, Chairman of TFC, said, "We see this transaction with BOE as another significant step forward in achieving the vision that we set out in announcing our proposed merger with CBAC, and another very positive step forward for our shareholders, employees and the communities we serve. BOE brings to the combined companies a long history of solid community banking performance to its customers and shareholders, as well as additional management talent and valued members to the combined Board. The resulting company will be a community banking organization operating in some of the best and most stable markets in Virginia, with over $630 million in assets and a market capitalization of approximately $170 million."
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