RICHMOND, Va. & RESTON, Va.--(BUSINESS WIRE)--Union Bankshares Corporation (“Union”) (Nasdaq: UBSH) and Access National Corporation (“Access”) (Nasdaq: ANCX) jointly announced today that they have entered into a definitive merger agreement for Union to acquire Access in an all-stock transaction. Combining the two organizations will create the leading Virginia-based regional bank with an unmatched presence across the Commonwealth.
Based on financial data as of June 30, 2018, the combined company would have total assets of $16.0 billion, total deposits of $11.9 billion and gross loans of $11.4 billion. This transaction strengthens Union’s presence in Virginia’s most populous market, Northern Virginia.
“We are excited about the opportunity to bring our companies together to enhance both our products and customer service capabilities,” said Raymond D. Smoot, Jr., Chairman of Union’s Board of Directors. “We believe that our two companies are stronger together, and the combination gives Union a uniquely valuable franchise to create long term shareholder value.”
“We expect that our combined footprint will bring additional convenience to our customers and position us as an even stronger competitor against the large national banks, super regional banks and smaller community banks alike – solidifying our position as Virginia’s bank,” said John C. Asbury, President and Chief Executive Officer of Union. “The combination with Access delivers on our stated priorities for this year as well as our market expansion goals in Northern Virginia. Access brings extensive commercial and industrial lending expertise as well as strong wealth management and trust businesses in addition to their attractive Middleburg Bank retail operation. Increasing our presence in Northern Virginia is a priority for Union as it is Virginia’s largest market and will substantially complete our Virginia franchise. With a more diversified loan portfolio and deposit base, efficiencies gained and enhanced growth market opportunities, the combined franchise will be able to sustainably generate a higher level of top-tier financial performance for our shareholders.”
Michael W. Clarke, President and Chief Executive Officer of Access, said, “This investment in Union enables Access shareholders, clients and associates to reap the rewards of accelerating growth and opportunities in our markets. Our go-forward position as Virginia’s regional bank allows our stakeholders to realize benefits it would have taken years for us to accomplish independently. We are thrilled about being an important part of the Union team and look forward to what we can accomplish together.”
Clarke will join Union’s board of directors and will assist in the integration.
Under the terms of the merger agreement, each outstanding share of Access common stock will be converted into the right to receive 0.75 shares of Union common stock, valuing the transaction at approximately $610 million, or $29.19 per share based on Union’s closing stock price of $38.92 on October 4, 2018.
The merger agreement has been approved by the board of directors of each company. The companies expect to complete the transaction in the first quarter of 2019, subject to the satisfaction of customary closing conditions, including regulatory and shareholder approvals.
Keefe, Bruyette & Woods, Inc. is acting as the financial advisor to Union and Covington & Burling LLP is acting as its legal advisor in the transaction. Sandler O’Neill + Partners, L.P. is acting as financial advisor to Access and Troutman Sanders LLP is acting as its legal advisor in the transaction.
Joint Investor Conference Call
Union and Access will host a
conference call to discuss today’s announcement, including the investor
presentation, at 9:00 a.m. Eastern Daylight Time today, October 5, 2018.
The webcast with investor presentation can be accessed at: https://engage.vevent.com/rt/unionbankshares~100518
and the audio is available at 877-668-4908 (international dial in: 973-453-3058). The conference ID 3679458.
Presentation slides for the conference call are available on Union’s investor website http://investors.bankatunion.com – News & Events – Presentations and on Access’s investor website http://ir.accessnationalbank.com – News & Events – Mergers & Acquisitions. A replay of the conference call will be posted on Union’s investor website http://investors.bankatunion.com
Media Availability
Senior leadership of Union will be
available to members of the news media from 10:00 a.m. to 10:30 a.m.
Eastern Daylight Time today, October 5, 2018, at Union’s headquarters at
Three James Center, 1051 East Cary Street, Suite 1200, in Richmond,
Virginia. To participate, please contact Beth Shivak, Union’s VP and
Director of Corporate Communications at: 804.327.5746
About Union Bankshares Corporation
Headquartered in
Richmond, Virginia, Union Bankshares Corporation (Nasdaq: UBSH) is the
holding company for Union Bank & Trust. Union Bank & Trust has 140
branches, 7 of which are operated as Xenith Bank, a division of Union
Bank & Trust of Richmond, Virginia, and approximately 200 ATMs located
throughout Virginia and in portions of Maryland and North Carolina.
Non-bank affiliates of the holding company include: Old Dominion Capital
Management, Inc. and Dixon, Hubard, Feinour, & Brown, Inc., which both
provide investment advisory services, and Union Insurance Group, LLC,
which offers various lines of insurance products.
About Access National Corporation
Headquartered in Reston,
Virginia, Access National Corporation (Nasdaq: ANCX) is the parent
company of Access National Bank and Middleburg Investment Group serving
Northern and Central Virginia. Access National Bank is a
commercial bank serving middle market businesses and associated
professionals throughout the Washington D.C. region. Access National
Bank’s core services include commercial credit, deposit, investment,
cash management, private banking and real estate finance. Access
National Bank also has subsidiaries that provide wealth management,
retirement planning and securities brokerage.
Important Additional Information will be Filed with the SEC
This
press release 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 with respect to the proposed acquisition by Union of Access. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act of 1933, as amended, and
no offer to sell or solicitation of an offer to buy shall be made in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
In connection with the proposed acquisition, Union will file with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement of Union and Access and a prospectus of Union (the “Joint Proxy/Prospectus”), and each of Union and Access may file with the SEC other relevant documents concerning the proposed transaction. A definitive Joint Proxy/Prospectus will be sent to the shareholders of Union and Access. Investors and shareholders of Union and Access are urged to read carefully and in their entirety the Registration Statement and Joint Proxy/Prospectus when they become available and any other relevant documents filed with the SEC by Union and Access, as well as any amendments or supplements to those documents, because they will contain important information about the proposed transaction.
Investors and shareholders may obtain free copies of the Registration Statement and the Joint Proxy/Prospectus (when available) and other documents filed with the SEC by Union and Access through the website maintained by the SEC at www.sec.gov. Free copies of the Registration Statement and the Joint Proxy/Prospectus and other documents filed with the SEC also may be obtained by directing a request by telephone or mail to Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, Attention: Investor Relations (telephone: (804) 633-5031), or Access National Corporation, 1800 Robert Fulton Drive, Suite 300, Reston, VA 20191. Attention: Sheila Linton (telephone: (703) 871-2100), or by accessing Union’s website at www.bankatunion.com under “Investor Relations” or Access’s website at www.accessnationalbank.com under “Investor Relations.” The information on Union’s and Access’s websites is not, and shall not be deemed to be, a part of this press release or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation
Union, Access and their
respective directors and certain of their executive officers and
employees may be deemed to be participants in the solicitation of
proxies from the shareholders of Union or Access in connection with the
proposed transaction. Information about the directors and executive
officers of Union and their ownership of Union common stock is set forth
in the proxy statement for Union’s 2018 annual meeting of shareholders,
which was filed with the SEC on March 21, 2018. Information about the
directors and executive officers of Access and their ownership of Access
common stock is set forth in the proxy statement for Access’s 2018
annual meeting of shareholders, which was filed with the SEC on April
12, 2018. Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the Joint Proxy/Prospectus and other
relevant materials to be filed with the SEC when they become available.
Free copies of these documents may be obtained as described above.
Forward-Looking Statements
Certain statements in this press
release may constitute “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, without limitation, projections, predictions,
expectations, or beliefs about future events or results and are not
statements of historical fact. Such statements also include statements
as to the anticipated impact of the Union acquisition of Access,
including future financial and operating results, ability to
successfully integrate the combined businesses, the amount of cost
savings, overall operational efficiencies and enhanced revenues as well
as other statements regarding the acquisition. Such forward-looking
statements are based on various assumptions as of the time they are
made, and are inherently subject to known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements are often
accompanied by words that convey projected future events or outcomes
such as “expect,” “believe,” “estimate,” “plan,” “project,”
“anticipate,” “intend,” “will,” “may,” “view,” “opportunity,”
“potential,” or words of similar meaning or other statements concerning
opinions or judgment of Union or Access or their management about future
events. Although each of Union and Access believes that its expectations
with respect to forward-looking statements are based upon reasonable
assumptions within the bounds of its existing knowledge of its business
and operations, there can be no assurance that actual results,
performance, or achievements of Union or Access will not differ
materially from any projected future results, performance, or
achievements expressed or implied by such forward-looking statements.
Actual future results performance, or achievements may differ materially
from historical results or those anticipated depending on a variety of
factors, including but not limited to, the businesses of Union and
Access may not be integrated successfully or such integration may be
more difficult, time-consuming or costly than expected, expected revenue
synergies and cost savings from the proposed acquisition may not be
fully realized or realized within the expected time frame, revenues
following the proposed acquisition may be lower than expected, customer
and employee relationships and business operations may be disrupted by
the proposed acquisition, the diversion of management time on
acquisition-related issues, changes in Union’s share price before
closing, risks relating to the potential dilutive effect of shares of
Union common stock to be issued in the proposed transaction, the ability
to obtain regulatory, shareholder or other approvals or other conditions
to closing on a timely basis or at all, the ability to close the
proposed acquisition on the expected timeframe, or at all, and that
closing may be more difficult, time-consuming or costly than expected,
the reaction to the proposed acquisition of the companies’ customers,
employees and counterparties, and other risk factors, many of which are
beyond the control of Union and Access. We refer you to the “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” sections of Union’s Annual Report
on Form 10-K for the year ended December 31, 2017, and Access’s Annual
Report on Form 10-K for the year ended December 31, 2017 and comparable
“risk factors” sections of Union’s and Access’s Quarterly Reports on
Form 10-Q and other filings, which have been filed with the SEC and are
available on the SEC’s website at www.sec.gov.
All of the forward-looking statements made in this press release are
expressly qualified by the cautionary statements contained or referred
to herein. The actual results or developments anticipated may not be
realized or, even if substantially realized, they may not have the
expected consequences to or effects on Union, Access or their respective
businesses or operations. Readers are cautioned not to rely too heavily
on the forward-looking statements contained in this press release.
Forward-looking statements speak only as of the date they are made and
neither Union nor Access undertakes any obligation to update, revise or
clarify these forward-looking statements, whether as a result of new
information, future events or otherwise.
