Printer Friendly
The Free Library
19,585,452 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

Albemarle First Bank and Premier Community Bankshares, Inc. Announce Shareholder Approval of Merger.


CHARLOTTESVILLE Charlottesville (shär`lətsvĭl), city (1990 pop. 40,341), seat of Albemarle co., central Va., on the Rivanna River, in a Piedmont farm region known for its apples; founded 1762, chartered as a city 1888. , Va. & WINCHESTER Winchester, town, England
Winchester (wĭn`chĭstər), town (1991 pop. 34,127) and district, county seat of Hampshire, S central England.
, Va. -- Albemarle Albemarle, city, United States
Albemarle, city (1990 pop. 14,939), seat of Stanly co., central N.C., in the Piedmont region; inc. 1857. A marketing center in an agricultural area of cotton, grain, poultry, soybeans, and livestock, Albemarle also produces
 First Bank (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:AFBK) and Premier Community Bankshares, Inc. (NASDAQ:PREM) announced today that the shareholders of Albemarle First Bank approved the Agreement and Plan of Merger dated January 12, 2006 by and between Rockingham Heritage Bank and Albemarle First Bank, joined in by Premier Community Bankshares, Inc., that provides that Albemarle First Bank will merge with and into Rockingham Heritage Bank, as subsidiary of Premier Community Bankshares, Inc., subject to certain terms and conditions. If regulatory approvals are obtained as anticipated, the merger is expected to close on or about July 1, 2006.

"The greater Charlottesville market provides another dramatic market for our holding company," said Donald L. Unger, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Premier Community Bankshares, Inc. "The expected merger will place Premier with total assets greater than $800 million. We firmly believe that being in the right place, at the right time, with the right people is the key to our success. The right people are in place to develop this market to the next level and beyond."

The shareholder approval was obtained at a special meeting of Albemarle First Bank shareholders held by Albemarle First Bank on May 25, 2006. Under the previously announced terms of the transaction, Albemarle First Bank shareholders may elect to receive for each share of Albemarle First Bank common stock which owned either (i) $15.80 in cash or (ii) a to-be-determined portion of a share of Premier Community Bankshares common stock depending on the average closing price of Premier Community Bankshares common stock prior to the merger. As a result, Albemarle First Bank shareholders may elect to receive cash, Premier Community Bankshares common stock or a combination of cash and Premier Community Bankshares common stock for their shares of Albemarle First Bank common stock, subject to the allocation The apportionment or designation of an item for a specific purpose or to a particular place.

In the law of trusts, the allocation of cash dividends earned by a stock that makes up the principal of a trust for a beneficiary usually means that the dividends will be treated as
 and proration Proration

A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered.
 procedures set forth in the merger agreement. The deadline for Albemarle First Bank shareholders to make an election to receive cash or shares of Premier Community Bankshares (or a combination of cash of Premier Community Bankshares stock) is 5:00 p.m. Eastern Time on Monday, June 19, 2006.

Prior to the shareholder election deadline, Albemarle First Bank shareholders may submit an Election Form and Letter of Transmittal Letter of Transmittal

A document used by security holder to accompany certificates surrendered in an exchange or other corporate action.
 to the Exchange Agent, Registrar See domain name registrar.  and Transfer Company, with respect to all shares then owned. Provided that the Election Form and Letter of Transmittal, together with their stock certificates or properly completed notices of guaranteed delivery, are received by the Exchange Agent in proper form prior to the shareholder election deadline, Albemarle First Bank shareholders may make an election with respect to their Albemarle First Bank shares regardless of when those shares were acquired.

Information about Premier Community Bankshares and Albemarle First Bank

Premier Community Bankshares has filed with the Securities and Exchange Commission a registration statement on Form S-4/A to register the shares of Premier's common stock to be issued to the shareholders of Albemarle First Bank in connection with the transaction. The registration statement includes a proxy statement/prospectus that was mailed to the shareholders of Albemarle First Bank seeking their approval of the proposed merger. The proxy statement/prospectus contains important information about Premier, Albemarle First Bank and the merger and about the persons soliciting proxies from Albemarle First Bank's shareholders in the merger, including the officers and directors of Albemarle First Bank, and their interests in the merger, such as their stock ownership in Albemarle First Bank. Additional information about Albemarle First Bank's directors and executive officers is included in Albemarle First Bank's Annual Report on Form 10-KSB for the year ended December 31, 2005, as amended a·mend  
v. a·mend·ed, a·mend·ing, a·mends

v.tr.
1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive.

2.
, which was filed with the Board of Governors of the Federal Reserve System Board of Governors of the Federal Reserve System

The managing body of the Federal Reserve System, which sets policies on bank practices and the money supply.
 and is available on Albemarle First Bank's website at www.albemarlefirstbank.com and at the Albemarle First Bank address provided below.

Premier and Albemarle First Bank urge the shareholders of Albemarle First Bank and other investors to read the registration statement on Form S-4/A and the proxy statement/prospectus included in the registration statement on Form S-4/A, and any other relevant documents filed with the SEC in connection with the transaction, because they contain important information about Premier, Albemarle First Bank and the transaction.

Shareholders and investors may obtain free copies of the proxy statement/prospectus and other documents related to the merger, 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:

Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

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. 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 regulatory approvals for the transaction; the ability of the companies to consummate To carry into completion; to fulfill; to accomplish.

A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife.
 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 Customer attrition, also known as customer churn, customer turnover, or customer defection, is a business term used to describe loss of clients or customers.  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 guidelines,
n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks.
; changes in legislation and regulation; other economic, competitive, governmental, regulatory, geopolitical ge·o·pol·i·tics  
n. (used with a sing. verb)
1. The study of the relationship among politics and geography, demography, and economics, especially with respect to the foreign policy of a nation.

2.
a.
, 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 Bank with the Board of Governors of the Federal Reserve System. Premier and Albemarle First Bank undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Comment:Albemarle First Bank and Premier Community Bankshares, Inc.
Publication:Business Wire
Geographic Code:1USA
Date:May 26, 2006
Words:1030
Previous Article:Global ePoint's Aviation Division Receives Orders For Cockpit Door Surveillance System; Systems to be Deployed on Airbus A320 and Boeing B767...
Next Article:Global Cash Access Announces Pricing of Follow-On Offering of Common Stock.
Topics:



Related Articles
APPLICATIONS APPROVED UNDER BANK HOLDING COMPANY ACT.
APPLICATIONS APPROVED UNDER BANK HOLDING COMPANY ACT: By Federal Reserve Banks.
APPLICATIONS APPROVED UNDER BANK HOLDING COMPANY ACT: By Federal Reserve Banks.
Applications approved under Bank Holding Company Act: by Federal Reserve Banks. (Legal Developments).
Albemarle First Bank Merger with Millennium Bankshares Corporation Fails to Be Approved by Millennium Shareholders.
Millennium Bankshares Corporation Shareholders Do Not Approve Albemarle First Bank Acquisition; Definitive Agreement Terminated.
Premier Community Bankshares, Inc. to Acquire Albemarle First Bank.
Albemarle First Bank Announces Net Income for the First Quarter of 2006.
Albemarle First Bank and Premier Community Bankshares, Inc. Announce Extension of Cash/Stock Election Deadline in Connection with Pending Merger.
Commerce Bancshares, Inc. Announces Acquisition of Commerce Bank (Denver, Colorado).

Terms of use | Copyright © 2012 Farlex, Inc. | Feedback | For webmasters | Submit articles