FAIRFAX, Va. & ROCKVILLE, Md.--(BUSINESS WIRE)--FVCBankcorp, Inc. (“FVCB”) (OTCQX: FVCB) and Colombo Bank (“Colombo”) (OTC PINK: IFSB) jointly announced today that they have entered into a definitive merger agreement pursuant to which FVCB will acquire Colombo in a cash and stock transaction for total consideration valued at approximately $33.3 million. Upon the closing of the transaction, Colombo will merge into FVCbank, FVCB’s wholly owned bank subsidiary. The merger has been unanimously approved by the boards of directors of both institutions. The transaction is expected to be completed early in the fourth quarter of 2018, subject to the approval of Colombo’s shareholders, as well as customary regulatory approvals and other conditions to closing.
Colombo is headquartered in Rockville, Maryland, and serves its customers and communities through five full-service locations in Bethesda, Rockville, Silver Spring and Baltimore, Maryland and Washington, D.C. Colombo has assets of approximately $195 million, loans of $154 million and deposits of $145 million as of March 31, 2018.
FVCB recently reported record first quarter 2018 earnings on the heels of celebrating ten years of operations and reaching $1 billion in total assets as of December 31, 2017. FVCB has realized a five-year compounded annual growth rate of approximately 20% in loans, deposits and total assets and earnings growth of approximately 40% over the same period.
Morton A. Bender, Chairman of Colombo stated, “We are excited about the proposed merger and look forward to working with David Pijor and his team at FVCbank. Both banks share a similar culture of providing outstanding service and are committed to our community banking model. Colombo has been in existence since 1914 and we are proud of our long-standing ties in the communities we serve. This merger will increase our lending capabilities and drive significant cost efficiencies. I am proud to be joining FVCbank’s board of directors and working to expand the combined bank’s customer reach within our larger branch footprint.”
Gilbert F. Kennedy III, President and CEO of Colombo said, “Our merger with FVCbank will enable Colombo customers to enjoy a relationship with a bank that has a broader product array, and a larger legal lending limit. Our employees will have the opportunity to work for a community bank with exceptional momentum and reputation. I am delighted to be joining FVCbank as an executive officer and a market president expanding on the great momentum our colleagues at Colombo have achieved in recent years.”
“We are extremely pleased about the proposed acquisition of Colombo and the transformative opportunities the combination creates for us. We currently lend in these markets and believe this merger provides substantial opportunities for growth of the combined bank. We look forward to serving Colombo customers with our portfolio of deposit, cash management, and loan products for businesses and consumers. We plan to work very closely with the Colombo team to provide a seamless transition, and make Colombo customers feel that nothing has changed, except our capacity to serve them. I am very proud and eager to lead the combined entity into a new market and new opportunities,” said David W. Pijor, FVCB’s Chairman and CEO. “In addition, we believe the transaction will be immediately accretive to FVCB’s earnings per share with modest dilution to our tangible book value.”
According to the terms of the merger agreement, Colombo shareholders will receive a number of shares determined by dividing $0.043492 by the average of the closing price per share of FVCB Common Stock for the five trading days ending on and including the second trading day immediately prior to the Closing Date and cash in an amount equal to $0.053157 per share, provided however that any beneficial owner of Colombo Common Stock that would be entitled to receive fewer than 100 shares of FVCB Common Stock shall be entitled to elect to receive all cash consideration of $0.096649 per share of Colombo Common Stock. As a condition to the consummation of the merger, FVCB will raise at least $10 million in additional capital.
Sandler O’Neill + Partners, L.P. acted as financial advisor to FVCB. Buckley Sandler LLP provided legal counsel to FVCB and Silver, Freedman, Taff & Tiernan LLP provided legal counsel to Colombo. RP Financial, LC provided a fairness opinion to Colombo’s Board of Directors.
About FVCBankcorp, Inc.
Celebrating 10 years of sound financial performance and continued growth, FVCbank commenced operations in November 2007 and is the wholly-owned subsidiary of FVCBankcorp, Inc. FVCbank is a $1.1 billion asset Virginia-chartered community bank serving the banking needs of commercial businesses, nonprofit organizations, professional service entities, their owners and employees located in the greater Washington, D.C., metropolitan and Northern Virginia area. Locally owned and managed, it is based in Fairfax, Virginia, and has six full-service offices in Arlington, Ashburn, Fairfax, Manassas, Reston and Springfield, Virginia.
About Colombo Bank
Colombo Bank, first known as Apicella Bank, opened in the summer of 1914 in the "Little Italy" area of Baltimore. Advocating the banking needs of the community was and continues to be the foundation for which Colombo has been built. Through a desire to grow and focus on its community roots, the Bank grew from the small branch office in "Little Italy" by adding four additional locations in Rockville, Bethesda, Silver Spring, and the Shaw neighborhood of Washington, D.C. To sustain its operations, which span over its broad and deep markets, the Bank's headquarters are located in Rockville.
Forward-Looking Statements
Certain statements contained in this communication may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “would,” “could,” “believes,” “plans,” “potential,” “continue,” “should,” or “intend,” and similar words or phrases, future or conditional verb tenses, and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to FVCB’s and Colombo’s future growth and management’s outlook or expectations for revenue, assets, asset quality, profitability, business prospects, net interest margin, non-interest revenue, allowance for loan losses, the level of credit losses from lending, liquidity levels, capital levels, or other future financial or business performance strategies or expectations.
Readers are cautioned not to place undue reliance on the forward-looking statements contained in this document in that actual results could differ materially from those indicated in such forward-looking statements, due to a variety of factors. These statements are based upon the beliefs of the respective managements of FVCB and Colombo as to the expected outcome of future events, current and anticipated economic conditions, nationally and in the parties’ markets, and their impact on the operations and assets of the parties, interest rates and interest rate policy, competitive factors, judgments about the ability of the parties to successfully consummate the merger and to integrate the operations of the two companies, the expected growth opportunities or cost savings resulting from the merger, which may not be fully realized or take longer than expected to realize; the ability of the two companies to avoid customer dislocation or runoff, and employee attrition, during the period leading up to and following the merger, the timing of and any conditions to required regulatory approvals, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. FVCB factors that could cause actual results to differ materially from forward-looking statements or historical performance include, among others: changes in FVCB’s operating or expansion strategy, availability of and costs associated with obtaining adequate and timely sources of liquidity, the ability to maintain credit quality, possible adverse rulings, judgments, settlements and other outcomes of pending litigation, the ability of FVCB and Colombo to collect amounts due under loan agreements, changes in consumer preferences, effectiveness of FVCB’s interest rate risk management strategies, laws and regulations affecting financial institutions in general or relating to taxes, the effect of pending or future legislation, the ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Colombo’s shareholders on the expected terms and schedule, delay in closing the merger, difficulties and delays in integrating Colombo’s business or fully realizing cost savings and other benefits of the merger, business disruption following the merger, changes in interest rates and capital markets, inflation, customer acceptance of FVCB’s products and services, customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions and other risk factors. Any forward-looking statement speaks only as of the date of this document, and we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this document.
Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts, and may not reflect actual results.
Important Additional Information and Where to Find It
In connection with the proposed merger, FVCB will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the shares of FVCB Common Stock to be issued to Colombo shareholders. The registration statement will include a combined proxy statement/prospectus that will be sent to shareholders of Colombo in connection with the meeting of Colombo shareholders at which approval of the merger will be sought, as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. SHAREHOLDERS OF COLOMBO 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 BY FVCB, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FVCB, COLOMBO AND THE MERGER.
A free copy of the proxy statement/prospectus, as well as other filings containing information about FVCB and Colombo, may be obtained at the SEC’s Internet site (https://sec.gov), when they are filed by FVCB. You will also be able to obtain the documents filed with the SEC, which will include the proxy statement/prospectus, when it is filed by FVCB, free of charge, from FVCB at www.fvcbank.com under the heading “Investor Relations.” Certain information relating to Colombo may also be found on Colombo’s website at www.colombobank.com under the heading “Investor Relations.” Copies of the proxy statement/prospectus can also be obtained, when it becomes available, free of charge, by directing a request to FVCBankcorp, Inc., 11325 Random Hills Road; Suite 240, Fairfax, VA 22030, Attention: David W. Pijor, Chairman and CEO, Telephone: (703) 436-3800; or to Colombo Bank, 1600 East Gude Drive, Rockville, MD 20850, Attention: Gilbert F. Kennedy III, President and CEO Telephone: (240) 268-2265.
