Premier Community Bankshares, Inc. to Acquire Albemarle First Bank
13 1월 2006 - 10:06PM
Business Wire
Premier Community Bankshares, Inc. (NASDAQ:PREM) and Albemarle
First Bank (NASDAQ: AFBK) announced today that they have entered
into a definitive agreement providing for the merger of the two
companies. Under the terms of the transaction, Albemarle First will
merge into Rockingham Heritage Bank, a wholly owned subsidiary of
Premier, and continue operations as Albemarle First Bank, a
separate division of Rockingham Heritage. The merger will result in
an institution with combined assets of over $800 million and a
network of 22 full-service banking locations in Virginia and West
Virginia. Donald L. Unger, Premier's President and Chief Executive
Officer, stated "The Charlottesville market has been a strategic
priority for Premier Community Bankshares and, with Albemarle First
Bank, we have found an excellent partner. Over the next five years,
growth in the greater Charlottesville area is expected to exceed
that of Virginia and be commensurate with the high growth in our
current market areas." John K. Stephens, President and Chief
Executive Officer of Rockingham Heritage Bank, added, "We believe
that, by combining Rockingham Heritage's retail banking model with
Albemarle First's market knowledge and lending expertise, Albemarle
First Bank can become the premier community bank in the
Charlottesville area, and that is our goal." Thomas M. Boyd, Jr.,
Albemarle First Bank's President and Chief Executive Officer
stated, "We are delighted to partner with Premier, an outstanding
bank holding company with an excellent track record of enhancing
shareholder value. By joining with Premier, Albemarle First Bank
will be able to offer a greater array of products and services to
our loyal customer base. We will also have greater access to
capital to support our growth plans in the greater Charlottesville
area as well as the expanding credit needs of our customers." Under
the terms of the merger agreement, Premier will issue to the
shareholders of Albemarle First, for each share of Albemarle First
common stock that they own, a number of shares of Premier common
stock with an aggregate market value equal to $15.80 per share or
$15.80 in cash, subject to the limitation that no less than 35% and
no more than 50% of the total consideration will be in the form of
cash. Shareholders of Albemarle First may elect to receive Premier
common stock, cash, or a combination of common stock and cash for
their shares of Albemarle First common stock, subject to pro ration
in the event that the aggregate cash elections are less than the
35% minimum or exceed the 50% maximum. The actual number of shares
of Premier common stock to be issued in the transaction for each
share of Albemarle First common stock will be determined based upon
the average closing prices of Premier common stock over a period of
time preceding the closing of the transaction and, subject to
certain exceptions described in the definitive agreement, will not
exceed 0.8681, or be less than 0.6529, shares of Premier common
stock for each share of Albemarle First common stock. The merger is
expected to close in the second quarter of 2006. The transaction
has been approved by the boards of directors of both companies and
is subject to the approval of Albemarle First's shareholders and
customary regulatory approvals. The transaction has been valued at
approximately $29 million. The transaction value reflects the
assumption by Premier of all outstanding Albemarle First stock
options and the exercise or cancellation prior to the closing of
the transaction of all warrants to acquire Albemarle First common
stock that are currently outstanding. The transaction is expected
to be accretive to Premier's cash earnings per share in the first
full year of combined operations, exclusive of non-recurring
restructuring costs, and accretive to both cash and reported
earnings per share in 2007. Premier expects to achieve annualized
pre-tax cost savings and revenue enhancements of approximately $1.7
million, which are expected to be fully phased-in over the one-year
period following closing. Three members of Albemarle First's board
of directors will join the Rockingham Heritage board, including Mr.
Boyd. Mr. Boyd will also join the board of Premier, and a separate
advisory board of Albemarle First will be established for the
greater Charlottesville market. Davenport & Company LLC served
as financial advisor and Williams Mullen served as legal advisor to
Premier. Anderson & Strudwick, Inc. served as financial advisor
and Troutman Sanders LLP served as legal advisor to Albemarle
First. Premier is the holding company for the Marathon Bank and
Rockingham Heritage in Virginia and Premier Bank in West Virginia
and has total assets of $665 million as of September 30, 2005. The
three subsidiary banks have 19 branch offices serving the
Shenandoah Valley region of Virginia and the eastern panhandle of
West Virginia. Albemarle First has three branches in the
Charlottesville, Virginia area and has total assets of $120 million
as of September 30, 2005. Information about Premier and Albemarle
First Premier will file with the Securities and Exchange Commission
a registration statement on Form S-4 to register the shares of
Premier's common stock to be issued to the shareholders of
Albemarle First in connection with the proposed transaction. The
registration statement will include a proxy statement/prospectus
that will be sent to the shareholders of Albemarle First seeking
their approval of the proposed merger. The proxy
statement/prospectus will contain important information about
Premier, Albemarle First and the merger and about the persons
soliciting proxies from Albemarle First's shareholders in the
merger, including the officers and directors of Albemarle First,
and their interests in the merger, such as their stock ownership in
Albemarle First. Additional information about Albemarle First's
directors and executive officers is included in Albemarle First's
Annual Report on Form 10-KSB for the year ended December 31, 2004,
as amended, which was filed with the Board of Governors of the
Federal Reserve System and is available on Albemarle First's
website at www.albemarlefirstbank.com and at the Albemarle First
address provided below. Premier and Albemarle First urge the
shareholders of Albemarle First and other investors to read the
registration statement on Form S-4 and the proxy
statement/prospectus included in the registration statement on Form
S-4, and any other relevant documents to be filed with the SEC in
connection with the proposed transaction, because they will contain
important information about Premier, Albemarle First and the
proposed transaction. Shareholders and investors may obtain free
copies of the proxy statement/prospectus and other documents
related to the merger, once they are filed with the SEC, through
the SEC's web site at www.sec.gov. Free copies of the proxy
statement/prospectus and other relevant documents also may be
obtained by directing a request by telephone or mail to the
following: -0- *T Premier Community Bankshares, Inc. Albemarle
First Bank 4095 Valley Pike P.O. Box 7704 Winchester, Virginia
22602 Charlottesville, Virginia 22906 Attention: Frederick A.
Board, CFO Attention: Thomas M. Boyd, Jr. Telephone Number:
(540)869-6600 Telephone Number: (434)973-1664 *T Forward-Looking
Statements This press release contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended. The statements relate to, among other things, the
anticipated closing date of the transaction, the expected pro forma
effect of the transaction on the earnings per share of Premier, and
plans and objectives of Premier's management for future operations
of the combined organization following consummation of the
transaction. These forward-looking statements are based on current
expectations that involve a number of risks and uncertainties.
Actual results may differ materially from the results expressed in
these forward-looking statements. Factors that might cause such a
difference include: the ability of the companies to obtain the
required shareholder or regulatory approvals for the transaction;
the ability of the companies to consummate the transaction; the
ability to successfully integrate the companies following the
transaction; a material adverse change in the financial condition,
results of operations or prospects of either company; the ability
to fully realize the expected cost savings and revenues or the
ability to realize them on a timely basis; the risk of borrower,
depositor and other customer attrition after the transaction is
completed; a change in general business and economic conditions;
changes in the interest rate environment, deposit flows, loan
demand, real estate values, and competition; changes in accounting
principles, policies or guidelines; changes in legislation and
regulation; other economic, competitive, governmental, regulatory,
geopolitical, and technological factors affecting the companies'
operations, pricing, and services; and other risk factors referred
to from time to time in filings made by Premier with the Securities
and Exchange Commission and Albemarle First with the Board of
Governors of the Federal Reserve System. Premier and Albemarle
First undertake no obligation to update or clarify these
forward-looking statements, whether as a result of new information,
future events or otherwise.
Premier Community Bankshares (NASDAQ:PREM)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Premier Community Bankshares (NASDAQ:PREM)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024