Union Bankshares Corporation and First Market Bank, FSB Announce Agreement to Merge
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Union Bankshares Corporation and First Market Bank, FSB Announce Agreement to
Merge
BOWLING GREEN, Va., March 30 /PRNewswire-FirstCall/ -- Union Bankshares
Corporation (Nasdaq: UBSH) ("Union") and First Market Bank, FSB ("First
Market") today announced the signing of an agreement, pursuant to which First
Market will merge with Union in an all stock transaction valued at
approximately $105.4 million. First Market, a privately held banking company
with over $1.3 billion in assets, operates 39 branches throughout central
Virginia with 31 in the greater Richmond metropolitan area. Upon completion
of the transaction, Union will become the largest Virginia based community
banking organization with a combined 97 branch locations and total assets of
over $3.9 billion.
G. William Beale, President and CEO of Union, will remain CEO of the combined
company and David J. Fairchild, currently CEO of First Market, will be
President. The Board of Union Bankshares will be expanded by three members to
include James E. Ukrop, Steven A. Markel and David J. Fairchild. "We are
excited about the opportunity to bring these two strong organizations
together. First Market and Union share a common culture of exceptional
customer service," said Beale. "This combination is transformational for our
organizations and for banking in Virginia."
First Market Chairman, James E. Ukrop, noted: "This merger brings together the
spirit of community banking - of neighbors lending to neighbors, of families
and businesses banking with people they know - with the strength and scope to
compete on any level."
Under the terms of the agreement, common shareholders of First Market will
receive 6,701,485 shares of Union common stock, equal to 33.0% pro forma
ownership. Additionally, First Market's $10.0 million of non-cumulative
preferred equity will convert into shares of Union common stock subject to
terms outlined in the merger agreement.
In consideration of the merger, extensive due diligence was performed by both
companies and each retained external loan review professionals. Following the
consummation of the merger, the pro forma company will remain strongly
capitalized and will have capital ratios in excess of regulatory standards.
After realization of cost savings equal to approximately 9% on the combined
expense base, the companies expect that the combination will be accretive to
Union's earnings per share in 2010.
The companies expect to consummate the transaction by year end, subject to
customary closing conditions, including regulatory and shareholder approvals.
The holding company will move headquarters to Richmond and will be re-named
Union First Market Bankshares Corporation. First Market Bank will join Union
Bank and Trust Company, Northern Neck State Bank, and Rappahannock National
Bank as a fourth operating subsidiary of the holding company. The current
Union operations center in Caroline County, Virginia will serve as the
operations center for the holding company and its four subsidiary banks.
Keefe, Bruyette and Woods, Inc. acted as financial advisor to Union, and
LeClairRyan acted as its legal advisor in the transaction. Cary Street
Partners LLC acted as financial advisor to First Market, and McGuireWoods LLP
acted as its legal advisor.
Union Bankshares Corporation is one of the largest community banking
organizations based in Virginia, providing full service banking to the
Northern, Central, Rappahannock, Tidewater and Northern Neck regions of
Virginia through its bank subsidiaries, Union Bank and Trust Company (42
locations in the counties of Albemarle, Caroline, Chesterfield, Fairfax,
Fluvanna, Hanover, Henrico, King George, King William, Nelson, Spotsylvania,
Stafford, Westmoreland and the cities of Fredericksburg, Williamsburg, Newport
News, Grafton and Charlottesville); Northern Neck State Bank (9 locations in
the counties of Richmond, Westmoreland, Essex, Northumberland and Lancaster);
and Rappahannock National Bank (7 locations in Washington, Front Royal,
Middleburg, Warrenton, and Winchester). Union Investment Services, Inc.
provides full brokerage services; Union Mortgage Group, Inc. provides a full
line of mortgage products; and Union Insurance Group, LLC offers various lines
of insurance products. Union Bank and Trust Company also owns a
non-controlling interest in Johnson Mortgage Company, LLC.
Additional information is available on the Company's website at www.ubsh.com.
The shares of the Company are traded on the NASDAQ Global Select Market under
the symbol "UBSH."
Established in 1997, First Market operates 40 branches throughout Virginia.
The institution has a joint ownership arrangement with Markel Corporation and
Richmond based Ukrop's Super Markets, Inc. with 26 banking locations operating
inside Ukrop's grocery stores.
Additional Information and Where to Find It
In connection with the proposed merger, Union will file with the Securities
and Exchange Commission (the "SEC") a registration statement on Form S-4 to
register the shares of Union common stock to be issued to the stockholders of
First Market. The registration statement will include a joint proxy
statement/prospectus which will be sent to the stockholders of Union and First
Market seeking their approval of the merger. In addition, Union may file
other relevant documents concerning the proposed merger with the SEC.
Stockholders of Union are urged to read the registration statement on Form S-4
and the joint proxy statement/prospectus included within the registration
statement and any other relevant documents to be filed with the SEC in
connection with the proposed merger because they will contain important
information about Union, First Market and the proposed transaction.
Stockholders of Union may obtain free copies of these documents through the
website maintained by the SEC at http://www.sec.gov. Free copies of the joint
proxy statement/prospectus also may be obtained by directing a request by
telephone or mail to Union Bankshares Corporation, Post Office Box 446,
Bowling Green, Virginia 22427-0446, Attention: Investor Relations (telephone:
(804) 633-5031) or by accessing Union's website at http://www.ubsh.com under
"Investor Relations - SEC Filings." The information on Union's website is
not, and shall not be deemed to be, a part of this release or incorporated
into other filings the company makes with the SEC.
Union and its directors, executive officers and certain members of management
may be deemed to be participants in the solicitation of proxies from the
stockholders of Union in connection with the merger. Information about the
directors and executive officers of Union is set forth in the proxy statement
for Union's 2009 annual meeting of shareholders filed with the SEC on March
19, 2009. Additional information regarding the interests of these
participants and other persons who may be deemed participants in the merger
may be obtained by reading the joint proxy statement/prospectus regarding the
merger when it becomes available.
Caution Regarding Forward-Looking Statements
Certain statements made in this release may be considered forward-looking
statements. Such statements 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, including
future financial and operating results 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. Union 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. Union's ability to predict results, or the actual effects
of future plans or strategies, is inherently uncertain. Factors which could
have a material effect on the operations and future prospects of Union and the
resulting company include but are not limited to: (1) the businesses of
acquired companies 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 acquisitions may not be fully realized
or realized within the expected timeframe; (3) revenues following acquisitions
may be lower than expected; (4) customer and employee relationships and
business operations may be disrupted by acquisitions; (5) the ability to
obtain required regulatory and shareholder approvals, and the ability to
complete acquisitions on the expected timeframe may be more difficult,
time-consuming or costly than expected; (6) changes in interest rates, general
economic conditions, monetary and fiscal policies of the U. S. government
(including policies of the U. S. Treasury and the Federal Reserve Board), the
quality and composition of the loan and securities portfolios, demand for loan
products, deposit flows, competition, demand for financial services in its
market areas, laws and regulations, and accounting principles, policies and
guidelines; and (7) other risk factors detailed from time to time in filings
made by Union with the SEC. Union undertakes no obligation to update or
clarify these forward-looking statements, whether as a result of new
information, future events or otherwise.
This release shall not constitute an offer to sell or the solicitation of an
offer to buy securities in any jurisdiction in which such solicitation would
be unlawful.
SOURCE Union Bankshares Corporation
D. Anthony Peay, CFO of Union Bankshares Corporation, +1-804-632-2112
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