First Bankshares, Inc. and Xenith Corporation Shareholders Approve Merger Between First Bankshares and Xenith Corporation

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Fri Oct 16, 2009 10:19am EDT

First Bankshares, Inc. and Xenith Corporation Shareholders Approve Merger
Between First Bankshares and Xenith Corporation

SUFFOLK, Va. and RICHMOND, Va., Oct. 16 /PRNewswire-FirstCall/ -- First
Bankshares, Inc. (Nasdaq: SUFB) and Xenith Corporation today announced that
their shareholders have approved the merger of Xenith Corporation with and
into First Bankshares.  Following the merger, the combined company will
operate as a one-bank holding company under the name Xenith Bankshares, Inc.


First Bankshares shareholders approved the merger at First Bankshares'
reconvened 2009 Annual Meeting of Shareholders and Xenith Corporation
shareholders approved the merger at Xenith Corporation's reconvened Special
Meeting of Shareholders, both held on October 15, 2009. The merger was
approved by approximately 74.3% and 92.7% of the votes entitled to be cast on
the merger by the holders of First Bankshares' and Xenith Corporation's
outstanding shares of common stock, respectively, with approximately 87.6% and
100% of the votes cast by First Bankshares and Xenith Corporation
shareholders, respectively, approving the merger.


Darrell Swanigan, President and CEO of First Bankshares and SuffolkFirst Bank,
remarked, "Shareholder approval of this transaction represents a significant
step forward and a significant opportunity for First Bankshares, SuffolkFirst
Bank and our shareholders, customers and employees.  The addition of Xenith
Corporation's human and financial capital to First Bankshares' existing
strengths will assist us in reaching out to new markets in Virginia, while
also enhancing our ability to serve larger segments within First Bankshares'
current footprint."


T. Gaylon Layfield, III, President and CEO of Xenith Corporation, stated that
"Xenith is pleased to have this strong evidence of shareholder support for the
pending merger.  We believe that the combination of First Bankshares and
Xenith Corporation represents a powerful combination of resources to
effectively serve the Virginia banking market.  Strong capital, experienced
bankers focused on building customer relationships, and local decision making
is what the market demands.  We believe Xenith will be well positioned to meet
that demand."


Under the terms of the merger agreement, shareholders of First Bankshares
could elect to retain their shares of First Bankshares common stock or to
receive $9.23 in cash per share, subject to proration in the event the
aggregate cash elections exceed 25% of shares outstanding as of the closing of
the merger.  As of the cash election deadline, cash elections had been made
with respect to approximately 48% of First Bankshares outstanding shares of
common stock.  Shareholders of Xenith Corporation are expected to receive
approximately 0.8972 shares of combined company common stock for each share of
Xenith Corporation common stock owned immediately prior to the effective time
of the merger, with the exact exchange ratio determined immediately prior to
the effective time of the merger based on Xenith Corporation's book value at
such time divided by $9.23.


The merger has been approved by the Virginia State Corporation Commission. 
Pending receipt of final regulatory approvals from the Federal Reserve and
satisfaction or waiver of other closing conditions, the merger is expected to
close in November.


As previously announced, First Bankshares and Xenith Corporation adjourned
their respective shareholder meetings on September 29, 2009 to allow their
shareholders additional time to consider the possibility that the two
companies may waive the condition to the completion of the merger that the
shares of the combined company be approved for listing on the NASDAQ Capital
Market upon completion of the merger.  As of the close of business on October
15, 2009, the combined company did not meet the NASDAQ Capital Market initial
listing requirement that the market value of the combined company's publicly
held shares (excluding shares held by directors, executive officers and 10%
shareholders) be at least $15 million on the date of NASDAQ approval.


First Bankshares and Xenith Corporation intend to continue their efforts to
obtain approval from NASDAQ for the listing of Xenith Bankshares' common
stock.  However, if NASDAQ approval has not been obtained by the time all
other conditions to the completion of the merger have been satisfied or
waived, the companies intend to waive this condition and complete the merger. 
If this condition is waived and the merger is completed, Xenith Bankshares
intends to seek to list its common stock on the NASDAQ Capital Market as soon
as practicable following completion of the merger and to seek quotation of its
common stock on the OTC Bulletin Board or Pink OTC Markets (known as the "Pink
Sheets") until such time as the NASDAQ Capital Market listing is approved.


First Bankshares Shareholders Also Approve Other Merger-Related Proposals and
Elect Directors 


First Bankshares also reported that its shareholders approved all other
proposals submitted for shareholder approval, including election as directors
of the nine nominees to the First Bankshares board of directors and amendments
to the First Bankshares articles of incorporation to:


    --  change the name of First Bankshares, Inc. to Xenith Bankshares, Inc.;
    --  increase the number of authorized shares of First Bankshares common
        stock from 10 million to 100 million;
    --  authorize the issuance of up to 25 million shares of preferred stock;
    --  amend certain shareholder voting requirements;
    --  establish "cause" as the sole standard for removing directors; and

    --  amend the procedures for persons other than directors and officers
        seeking indemnification from First Bankshares.



Each of the amendments to the First Bankshares articles of incorporation will
become effective at the effective time of the merger.  Except for Messrs.
Felton, Jackson and Turner, the First Bankshares directors elected at the 2009
Annual Meeting of Shareholders will serve until they resign at the effective
time of the merger.  Messrs. Felton, Jackson and Turner will continue as
directors of Xenith Bankshares following the merger and, pursuant to the
merger agreement, will amend the combined company's bylaws to increase the
size of the board of directors from nine to 10 directors and appoint the seven
current Xenith Corporation directors to the Xenith Bankshares board of
directors.


For more information about Xenith Corporation, please visit:
www.xenithbank.com. 


For more information about First Bankshares and its subsidiary, SuffolkFirst
Bank, please visit: www.suffolkfirstbanks.com. 


Caution Regarding Forward-Looking Statements 


This press release contains forward-looking statements. These forward-looking
statements include, but are not limited to, statements about (i) intentions
with respect to the listing or quotation of Xenith Bankshares common stock,
(ii) the benefits of the merger between First Bankshares and Xenith
Corporation, (iii) First Bankshares' and Xenith Corporation's plans,
obligations, expectations and intentions and (iv) other statements in the
press release that are not historical facts. Words such as "anticipates,"
"believes," "intends," "should," "expects," "will," and variations of similar
expressions are intended to identify forward-looking statements. These
statements are based on the beliefs of the respective managements of First
Bankshares and Xenith Corporation as to the expected outcome of future events
and are not guarantees of future performance. These statements involve certain
risks, uncertainties and assumptions that are difficult to predict with regard
to timing, extent, and degree of occurrence. Results and outcomes may differ
materially from what may be expressed or forecasted in forward-looking
statements. Factors that could cause results and outcomes to differ materially
include, among others, the ability to obtain required regulatory approvals;
the ability to complete the merger as expected and within the expected
timeframe; the possibility that one or more of the conditions to the
completion of the merger may not be satisfied; any event that could give rise
to a termination of the merger agreement; disruptions to customer and employee
relationships and business operations caused by the merger; changes in local
and national economies, or market conditions; changes in interest rates;
regulations and accounting principles; changes in policies or guidelines; loan
demand and asset quality, including real estate values and collateral values;
deposit flows; the impact of competition from traditional or new sources; and
the other factors detailed in First Bankshares' publicly filed documents,
including its Annual Report on Form 10-K for the year ended December 31, 2008.
First Bankshares and Xenith Corporation assume no obligation to revise,
update, or clarify forward-looking statements to reflect events or conditions
after the date of this release.


SOURCE  First Bankshares, Inc.

Darrell G. Swanigan of First Bankshares, Inc., +1-757-934-8200; or T. Gaylon
Layfield, III of Xenith Corporation, +1-804-433-2200
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