Bank of Virginia Announces $5 Million Capital Raise, Plan to Reorganize as Wholly Owned Subsidiary of Cordia Bancorp Inc.
29 8월 2012 - 9:01AM
Bank of Virginia (the "Bank") (Nasdaq:BOVA) (www.bankofva.com)
announced today that its largest shareholder, Cordia Bancorp Inc.,
has invested an additional $3 million in the Bank. The Bank plans
to offer its other existing shareholders the right to invest up to
$2 million on the same terms. The Bank also entered into an
Agreement and Plan of Share Exchange with Cordia Bancorp pursuant
to which each share of the Bank's common stock held by persons
other than Cordia Bancorp would be exchanged for shares of Cordia
Bancorp common stock. As a result, the Bank would become a
wholly-owned subsidiary of Cordia Bancorp.
"Completion of the capital raise will improve Bank of Virginia's
well-capitalized status and support additional loan growth," said
Jack Zoeller, President and CEO of Cordia Bancorp and Chairman and
CEO of the Bank. "Reorganizing the Bank as a wholly owned
subsidiary of Cordia is an essential element of the
transaction. It will put the Bank into a better structure to
facilitate future capital raises as well as potential future
acquisitions of financial institutions. By combining the
shareholders of the Bank and the shareholders of Cordia Bancorp,
all of our investors will hold their investments in the same
entity."
Under the terms of a Stock Purchase Agreement between Cordia
Bancorp and the Bank, Cordia Bancorp purchased 4,166,667 shares of
common stock of the Bank at the price of $0.72 per share.
The Bank plans to raise up to an additional $2 million by
issuing up to 2,798,882 common shares in a public rights offering
that it expects to begin in the third quarter of 2012. In the
rights offering, the Bank will grant to each of its shareholders
other than Cordia Bancorp non-transferable rights to purchase
.61489 of a share of common stock for each share held.
The rights will be distributed to shareholders of record as of
September 20, 2012 and may be exercised at $0.72 per share, which
is the same price paid by Cordia Bancorp.
Simultaneously with the execution of the Stock Purchase
Agreement, Cordia Bancorp and the Bank entered into an Agreement
and Plan of Share Exchange pursuant to which each outstanding share
of Bank common stock owned by persons other than Cordia Bancorp
will be exchanged for 0.1328 of a share of Cordia Bancorp common
stock. As a result of the share exchange, the Bank would
become a wholly owned subsidiary of Cordia Bancorp. Completion
of the share exchange is subject to approval of the shareholders of
both the Bank and Cordia Bancorp, including approval by a majority
of the votes cast by the holders of Bank common stock other than
Cordia Bancorp. The share exchange is also subject to listing
of the shares of Cordia Bancorp on NASDAQ.
In approving the transactions, the board of directors of the
Bank received a fairness opinion from Davenport & Company and
was represented by Williams Mullen. Cordia Bancorp was
represented by Kilpatrick, Townsend & Stockton LLP.
About Bank of Virginia
Bank of Virginia, a state chartered bank headquartered in
Midlothian, Virginia, currently operates four full-service offices
in the counties of Chesterfield and Henrico, Virginia. Bank of
Virginia's common stock is traded on the NASDAQ stock market under
the quotation symbol "BOVA". Additional investor relations
information can be found on the internet at www.bankofva.com. Bank
of Virginia is a member of the FDIC and Equal Housing Lender.
About Cordia Bancorp
Cordia Bancorp is a private bank holding company founded in 2009
to bring new leadership and financial strength to undervalued
community banks. Cordia purchased 59.8% of the common stock of
Bank of Virginia in December 2010. Substantially all of the
assets of Cordia consist of its investment in Bank of Virginia,
which now totals 10,942,983 shares. Cordia has no material
liabilities. As of the date of this release, Cordia has a
total of 2,045,605 fully diluted, vested common shares outstanding.
Cordia Bancorp Inc. is a Virginia corporation headquartered
in Midlothian, Virginia. Additional information can be found
on the internet at www.cordiabancorp.com.
Forward-looking Statements
This news release contains forward-looking statements.
These forward-looking statements may include: management
plans relating to the transactions; the expected timing of the
completion of the transactions; the ability to complete the
transactions; the ability to obtain any required shareholder or
other approvals; any statements of the plans and objectives of
management for future operations any statements of expectation or
belief; and any statements of assumptions underlying any of the
foregoing. Forward-looking statements are typically
identified by words such as "believe," "expect," "anticipate,"
"intend," "outlook," "estimate," "forecast," "project" and other
similar words and expressions. Forward-looking statements are
subject to numerous assumptions, risks and uncertainties, which
change over time. Forward-looking statements speak only as of the
date they are made. Neither Cordia Bancorp nor Bank of
Virginia assume any duty and do not undertake to update
forward-looking statements. Because forward-looking statements are
subject to assumptions and uncertainties, actual results or future
events could differ, possibly materially, from those that Cordia
Bancorp or Bank of Virginia anticipated in its forward-looking
statements and future results could differ materially from
historical performance. Factors that could cause or contribute to
such differences include, but are not limited to, the possibility:
that expected benefits may not materialize in the timeframe
expected or at all; that the transactions may not be timely
completed, if at all; that prior to the completion of the
transaction or thereafter, Bank of Virginia's business may not
perform as expected due to transaction-related uncertainty or other
factors; that required shareholder or other approvals are not
obtained or other closing conditions are not satisfied in a timely
manner or at all; diversion of management time on
transaction-related issues; and those factors and risks referenced
from time to time in Cordia Bancorp's and Bank of Virginia's
filings with the Board of Governors of the Federal Reserve System.
For any forward-looking statements made in this press release or in
any documents, Cordia Bancorp and Bank of Virginia claim the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.
Additional Information About the Rights
Offering
The rights offering described in this new release has not yet
commenced. The description of the rights offering is
contained herein for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any
securities. Bank of Virginia expects to commence the rights
offering as soon as practicable. The offering will be made
only by means of an offering memorandum. Such offering memorandum
will be delivered to holders of Bank of Virginia common stock as of
the record date of the rights offering.
Additional Information About the Share Exchange and
Where to Find It
In connection with the proposed share exchange transaction,
Cordia Bancorp will file with the Securities and Exchange
Commission a Registration Statement on Form S-4 that will include a
Proxy Statement of Bank of Virginia, and a Prospectus of Cordia
Bancorp, as well as other relevant documents concerning the
proposed transaction. Shareholders are urged to read
the Registration Statement and the Proxy Statement/Prospectus
regarding the merger when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information.
When it becomes available, a free copy of the Proxy
Statement/Prospectus, as well as other filings containing
information about Cordia Bancorp and Bank of Virginia, may be
obtained at the SEC's Internet site (http://www.sec.gov). You
will also be able to obtain these documents, free of charge, from
Bank of Virginia by accessing Bank of Virginia's website at
www.bankofva.com under the tab "Investor Relations."
Bank of Virginia and certain of its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Bank of Virginia in connection
with the proposed share exchange. Information about the
directors and executive officers of Bank of Virginia is set forth
in the proxy statement for Bank of Virginia's 2012 annual meeting
of shareholders, as filed with the Board of Governors of the
Federal Reserve System on a Schedule 14A on June 1,
2012. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed share exchange when it
becomes available. Free copies of this document may be
obtained as described in the preceding paragraph.
CONTACT: Jack Zoeller,
Chairman & CEO, Bank of Virginia
President & CEO, Cordia Bancorp
804-763-1333
Bank OF Virginia (NASDAQ:BOVA)
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