Community Bankers Acquisition Corp. Receives Regulatory Approvals to Acquire TransCommunity Financial Corporation and BOE Financial Services of Virginia, Inc.
Market Wire, April, 2008
Community Bankers Acquisition Corp. ("CBAC") announced today that it received the regulatory approvals necessary to acquire TransCommunity Financial Corporation ("TFC") (OTCBB: TCYF) and BOE Financial Services of Virginia, Inc. ("BOE").
The Federal Reserve Bank of Richmond, acting under delegated authority of the Board of Governors of the Federal Reserve System, notified CBAC on April 15, 2008 that its applications to become a bank holding company, become a financial holding company and acquire TFC and BOE were approved subject to a 15 day waiting period. On April 7, 2008 the State Corporation Commission of the Commonwealth of Virginia also approved the acquisitions. Closing of the TFC and BOE mergers are also subject to receipt of the approvals of the shareholders of TFC and BOE and the stockholders of CBAC.
As previously announced, the shareholder meetings for TFC and BOE and the stockholder meetings for CBAC are currently scheduled to take place on the following dates:
TFC, April 28, 2008, Special Meeting
BOE, April 25, 2008, Special Meeting
CBAC, April 25, 2008, Annual Meeting and Special Meeting.
The management and Boards of Directors of each of CBAC, TFC and BOE recommend that shareholders vote in favor of the mergers and each of the proposals to be considered at the meetings. Additional information about the proposed mergers and each of the other proposals can be found in the respective definitive joint proxy statement/prospectuses. The definitive joint proxy statement/prospectus relating to the CBAC annual meeting and the TFC special meeting was filed with the Securities and Exchange Commission (the "SEC") on March 31, 2008, and the definitive joint proxy statement/prospectus relating to the CBAC special meeting and the BOE special meeting was also filed with the SEC on March 31, 2008. Both documents are available at www.sec.gov .
Stockholders of CBAC or shareholders of TFC and BOE with questions about voting their shares or the mergers should contact Morrow & Co., the proxy solicitor for each of CBAC, TFC and BOE, at (800) 607-0088. CBAC stockholders seeking to withdraw shares previously submitted for conversion should ensure that their bank or broker makes arrangements with Continental Stock Transfer & Trust Co. to withdraw their shares by 10:00 a.m. New York time on April 25, 2008. Similarly, CBAC stockholders seeking to exercise their conversion rights must complete the procedures set forth in the CBAC joint proxy statement/prospectus before 10:00 a.m. New York time on April 25, 2008. If you have previously sent a proxy card, you do not need to send another card unless you desire to change your vote.
Additional Information About the Mergers and Where to Find It
In connection with the proposed mergers, CBAC has filed with the SEC a registration statement on Form S-4 to register the shares of CBAC common stock to be issued to the shareholders of TFC as well as a registration statement on Form S-4 to register the shares of CBAC common stock to be issued to the shareholders of BOE. Each registration statement includes a joint proxy statement/prospectus, which has been mailed to the stockholders of record of CBAC and of the shareholders of TFC or BOE, as applicable, seeking their approval of the applicable merger. In addition CBAC, TFC, and BOE may file other relevant documents concerning the proposed mergers with the SEC.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENTS ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUSES FILED WITH THE SEC AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGERS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CBAC, TFC, AND BOE AND THE PROPOSED TRANSACTIONS. Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov . Free copies of both joint proxy statement/prospectuses also may be obtained by directing a request by telephone or mail to: Community Bankers Acquisition Corp., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attention: Investor Relations (telephone: (703) 759-0751). Free copies of the joint proxy statement/prospectus relating to the proposed merger of CBAC with TFC also may be obtained by directing a request by telephone or mail to: TransCommunity Financial Corporation, 4235 Innslake Drive, Glen Allen, Virginia 23060, Attention: Investor Relations (telephone: (804) 934-9999), or by accessing TFC's website at http://www.TCFCorp.com under "Investor Relations." Free copies of the joint proxy statement/prospectus relating to the proposed merger of CBAC with BOE also may be obtained by directing a request by telephone or mail to: BOE Financial Services of Virginia, Inc., 1325 Tappahannock Boulevard, Post Office Box 965, Tappahannock, Virginia 22560, Attention: Investor Relations (telephone: (804) 443-4343), or by accessing BOE's website at http://www.bankofessex.com under "Investor Relations." The information on BOE's and TFC's websites is not, and shall not be deemed to be, a part of this release or incorporated into other filings either company, or CBAC, makes with the SEC.
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