BOE Financial Services of Virginia, Inc. to Merge with Community Bankers Acquisition Corp.GLEN ALLEN Glen Allen is the name of several places in the United States of America:
BOE Board of Education BOE Boletín Oficial del Estado (Spanish) BOE Bank of England BOE Board of Equalization BOE Board of Elections BOE Barrel of Oil Equivalent BOE Bind on Equip Financial Services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. of Virginia, Inc. ("BOE")(Nasdaq: "BSXT"), TransCommunity Financial Corporation ("TFC TFC Traffic TFC Traffic (logging abbreviation) TFC Team Fortress Classic (game) TFC The Filipino Channel TFC Thin Film Composite (type of reverse osmosis membrane) ") (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : "TCYF") and Community Bankers Acquisition Corp. ("CBAC CBAC Context-Based Access Control CBAC Canadian Biotechnology Advisory Committee CBAC Cyd-Bwyllgor Addysg Cymru (Welsh Joint Education Committee) CBAC Council for Business and the Arts in Canada ") (Amex: "BTC BTC Baku-Tbilisi-Ceyhan (crude oil pipeline) BTC Belgische Technische Coöperatie (Dutch: Belgian Technical Cooperation) BTC Berlinale Talent Campus BTC Business Travel Coalition ") announced today that BOE and CBAC have entered into a definitive agreement and plan of merger (the "BOE Merger Agreement") providing for the merger of BOE with and into CBAC. Under the terms of the BOE Merger Agreement, BOE shareholders will receive 5.7278 shares of CBAC common stock for each of their shares of BOE common stock, subject to possible adjustment. The aggregate transaction value is estimated to be approximately $52 million and the per share value will be no less than $42.50. As previously announced, TFC has also entered into a definitive agreement and plan of merger with CBAC (the "TFC Merger Agreement") providing for the merger of TFC with and into CBAC. Under the terms of the TFC Merger Agreement, TFC has given its consent to CBAC entering into the BOE Merger Agreement. It is anticipated that the BOE merger would occur subsequent to the previously announced proposed merger of TFC and CBAC. The resulting holding company, which will be named Community Bankers Trust The Bankers Trust is a historic American banking organisation that was acquired by Deutsche Bank in 1998. It was originally set up when banks could not perform trust company services. Corporation, will be headquartered in Glen Allen, Virginia Glen Allen is a census-designated place (CDP) in Henrico County, Virginia, United States. The population was 12,562 at the 2000 census. Geography Glen Allen is located at (37.660094, -77.485634)GR1. . In anticipation of the proposed mergers, TFC plans to declare a one-time special dividend in the amount of $0.25 per share to TFC shareholders, which dividend would be paid immediately prior to the effective time of the merger of TFC with CBAC and after all conditions to the closing are satisfied. Alexander F. Dillard, Jr., currently Chairman of the Board of Directors of BOE will serve as Chairman of the Board of Directors of the resulting company, Troy A. Peery, Jr., currently Chairman of the Board of Directors of TFC, will serve as a Vice-Chairman of the Board of Directors of the resulting company, and Gary A. Simanson, currently a Director, President and Chief Executive Officer of CBAC, will serve as a Vice-Chairman of the Board. Bruce B. Nolte, currently President and Chief Executive Officer of TFC, will serve as Chief Executive Officer of the resulting company, and George M. Longest, Jr., currently President and Chief Executive Officer of BOE, will serve as President of the resulting company. Bruce E. Thomas, currently Senior Vice President and Chief Financial Officer of BOE, will serve as Chief Financial Officer of the resulting company, and Patrick J. Tewell, currently Chief Financial Officer of TFC, will serve as Chief Accounting Officer of the resulting company. The resulting company will be governed by a Board of Directors of fourteen members, six directors nominated nom·i·nate tr.v. nom·i·nat·ed, nom·i·nat·ing, nom·i·nates 1. To propose by name as a candidate, especially for election. 2. To designate or appoint to an office, responsibility, or honor. by each of BOE and TFC, respectively, and two directors nominated by CBAC. TFC's wholly-owned banking subsidiary, TransCommunity Bank, N.A. will be merged with and into BOE's wholly-owned banking subsidiary, Bank of Essex, which will continue to be headquartered in Tappahannock, Virginia Tappahannock is the oldest town in Essex County, Virginia, United States. The population was 2,068 at the 2000 census. It is the county seat of Essex CountyGR6. . George M. Longest, Jr. will continue to serve as Chief Executive Officer of Bank of Essex, and M. Andrew McLean, currently President of TransCommunity Bank, N.A., will serve as President of Bank of Essex. Bank of Essex will continue to do business through its Bank of Essex name in its current operating markets and additionally will operate TransCommunity Bank N.A.'s existing operating divisions, Bank of Powhatan, Bank of Goochland, Bank of Louisa and Bank of Rockbridge under their existing names. Alex Dillard, Chairman of BOE, said, "Since 1926 the Bank of Essex has been serving the community banking needs of Essex County Essex County can refer to:
Troy Peery, Chairman of TFC, said, "We see this transaction with BOE as another significant step forward in achieving the vision that we set out in announcing our proposed merger with CBAC, and another very positive step forward for our shareholders, employees and the communities we serve. BOE brings to the combined companies a long history of solid community banking performance to its customers and shareholders, as well as additional management talent and valued members to the combined Board. The resulting company will be a community banking organization operating in some of the best and most stable markets in Virginia, with over $630 million in assets and a market capitalization Market Capitalization A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap. of approximately $170 million." Gary A. Simanson, President and Chief Executive Officer of CBAC, said, "By combining the operating and management strengths and capital resources of these three companies, I believe we offer a very compelling community banking story, that even in the current challenging operating environment In computing, an operating environment is the environment in which users run programs, whether in a command line interface, such as in MS-DOS or the Unix shell, or in a graphical user interface, such as in the Macintosh operating system. should not only be attractive to the investor for its growth prospects, but also will serve as a model and a platform to attract additional customers, employees and community banking partners." The merger is subject to customary closing conditions, including approval by BOE's and CBAC's shareholders and the appropriate regulatory agencies regulatory agency Independent government commission charged by the legislature with setting and enforcing standards for specific industries in the private sector. The concept was invented by the U.S. . In addition, closing of the transaction is also conditioned on CBAC consummating its merger with TFC, and holders of fewer than 20% of the shares of CBAC common stock voting against the TFC transaction and electing to convert their CBAC common stock into cash. Both the TFC merger and the BOE merger are anticipated to be completed during the second quarter of 2008. BOE was advised by Feldman Financial Advisors, Inc, which rendered a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. to the BOE Board of Directors, and LeClairRyan, served as legal advisor to BOE. TFC was advised by Sandler O'Neill + Partners, L.P., which rendered a fairness opinion to the TFC Board of Directors, and Williams Mullen served as legal advisor to TFC. CBAC was advised by Keefe, Bruyette & Woods, Inc., which rendered a fairness opinion to the CBAC Board of Directors, and Nelson Mullins Riley & Scarborough, LLP LLP - Lower Layer Protocol , served as legal advisor to CBAC. Additional Information About the Mergers and Where to Find It In connection with the proposed mergers, CBAC will file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 to register the shares of CBAC common stock to be issued to the shareholders of BOE as well as a registration statement on Form S-4 to register the shares of CBAC Common Stock to be issued to the shareholders of TFC. Each registration statement will include a joint proxy statement/prospectus, which will be sent to the shareholders of CBAC and of BOE or TFC, as applicable, seeking their approval of the applicable merger. In addition, BOE, TFC and CBAC may file other relevant documents concerning the proposed mergers with the SEC. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENTS ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUSES INCLUDED WITHIN THE REGISTRATION STATEMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGERS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BOE, TFC, CBAC AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Free copies of the joint proxy statement/prospectus relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the proposed merger of CBAC with BOE also may be obtained by directing a request by telephone or mail to: BOE Financial Services of Virginia, Inc., 1325 Tappahannock Blvd, P.O. Box 965, Tappahannock, VA 22560, Attention: Investor Relations Investor relations The process by which the corporation communicates with its investors. (telephone: (804) 443-4343), or by accessing BOE's website at http://www.bankofessex.com under "Investor Relations," and free copies of the joint proxy statement/prospectus relating to the proposed merger of CBAC with TFC also may be obtained by directing a request by telephone or mail to: TransCommunity Financial Corporation, 4235 Innslake Drive, Glen Allen. VA 23060, Attention: Investor Relations (telephone: (804) 934-9999), or by accessing TFC's website at http://www.TCFCorp.com under "Investor Relations." Free copies of both joint proxy statement/prospectus also may be obtained by directing a request by telephone or mail to: Community Bankers Acquisition Corporation, 9912 Georgetown Pike, Suite D203, Great Falls, VA 22066, Attention: Investor Relations (telephone : (703) 759-0751). The information on BOE's and TFC's websites is not, and shall not be deemed to be, a part of this release or incorporated into other filings either company or CBAC makes with the SEC. BOE, TFC and CBAC and their respective directors, executive officers and members of management may be deemed to be participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies from the shareholders of BOE and TFC, as applicable, and/or CBAC in connection with the merger. Information about the directors and executive officers of BOE is set forth in the proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. for BOE's 2007 annual meeting of shareholders filed with the SEC on April 13, 2007. Information about the directors and executive officers of TFC is set forth in the proxy statement for TFC's 2007 annual meeting of shareholders filed with the SEC on April 23, 2007. Information about the directors and executive officers of CBAC is set forth in the Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. filed with the SEC on June 29, 2007. Additional information regarding the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement/prospectus regarding the merger when it becomes available. Caution Regarding 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. Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Each of BOE, TFC and CBAC intends such forward-looking statements to be covered by the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions for forward-looking statements contained in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 and is including this statement for purposes of these safe harbor provisions. The companies' respective abilities to predict results, or the actual effect of future plans or strategies, are inherently uncertain. Factors which could have a material effect on the operations and future prospects of each of BOE, TFC and CBAC and the resulting company, include but are not limited to: (1) the businesses of BOE, TFC and/or CBAC may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) customer and employee relationships and business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets may be disrupted by the merger; (5) the ability to obtain required regulatory and shareholder approvals, and the ability to complete the merger on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. and the Federal Reserve Board; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in BOE's and TFC's market areas; their implementation of new technologies; their ability to develop and maintain secure and reliable electronic systems; and accounting principles, policies, and guidelines guidelines, n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks. , and (7) other risk factors detailed from time to time in filings made by BOE, TFC or CBAC with the SEC. BOE, TFC and CBAC undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise. This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such solicitation would be unlawful. |
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