ISS Recommends Vote “FOR” Merger with WashingtonFirst
2012年11月28日 - 6:30AM
ビジネスワイヤ(英語)
Alliance Bankshares Corporation (NASDAQ: ABVA) announced that
Institutional Shareholder Services Inc. (“ISS”), one of the leading independent U.S. proxy
advisory firms, has recommended that the shareholders of Alliance
vote “FOR” the proposals in its proxy statement for the special
meeting scheduled to be held on Wednesday, December 19, 2012 at
2:00 p.m. local time, at the Hyatt Fair Lakes, 12777 Fair
Lakes Circle, Fairfax, Virginia.
At the special meeting, Alliance’s shareholders will be asked to
consider and vote on a proposal to (i) approve the Agreement and
Plan of Reorganization, dated as of May 3, 2012, and related
plan of merger, by and between WashingtonFirst Bankshares, Inc.,
Alliance and Alliance Bank Corporation, as amended, pursuant to
which Alliance will merge with and into WashingtonFirst, with
WashingtonFirst surviving the merger, upon the terms and subject to
the conditions set forth in the reorganization agreement, (ii)
approve certain compensation that Alliance’s named executive
officers may receive, under pre-existing agreements, in connection
with the merger, and (iii) adjourn or postpone the special meeting,
if necessary, to permit the further solicitation of proxies if
there are not sufficient votes at the time of the special meeting
to achieve a quorum or approve the reorganization agreement.
In its recommendation of the proposal to approve the
reorganization agreement, ISS stated “a vote FOR the proposed
transaction is warranted given the premium offered, the auction
process conducted by the company, and the lack of material
conflicts of interest.”*
All shareholders of Alliance are encouraged to vote. Because
approval of the merger proposal requires the affirmative vote of
more than two-thirds of the outstanding shares of Alliance’s common
stock entitled to vote at the special meeting, failing to vote or
abstaining from voting, either in person or by proxy, will have the
same effect as a vote against approval of the merger proposal.
About the Companies:
WashingtonFirst Bankshares, Inc. is headquartered in Reston,
Virginia and is the holding company for WashingtonFirst Bank, which
commenced operations in 2004. WashingtonFirst Bank, which focuses
on providing quality, tailored services to its customers, conducts
a full service commercial banking operation through ten offices,
with four located in Northern Virginia, three in Maryland and three
in the District of Columbia. For more information about
WashingtonFirst, please visit: www.wfbi.com.
Alliance Bankshares Corporation is the holding company for
Alliance Bank, which commenced operations in 1998. Alliance Bank is
headquartered in Chantilly, Virginia, and places special emphasis
on serving the needs of individuals, small and medium size
businesses and professional concerns in the greater Washington,
D.C. metropolitan area through six offices located in Northern
Virginia. For more information about Alliance, please visit:
www.alliancebankva.com.
Additional Information Regarding the Merger and Where to Find
It
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. WashingtonFirst has filed
with the Securities and Exchange Commission (“SEC”) a registration
statement on Form S-4, as amended (registration no. 333-183255),
that includes a proxy statement of Alliance that also constitutes a
proxy statement and a prospectus of WashingtonFirst. A definitive
proxy statement and prospectus was first mailed to shareholders of
WashingtonFirst and Alliance on or about November 13, 2012, and
Alliance also plans to file other documents with the SEC regarding
the merger. INVESTORS AND SECURITY HOLDERS OF WASHINGTONFIRST AND
ALLIANCE ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Certain
of such documents are not currently available. Investors and
security holders will be able to obtain the documents (when
available) free of charge at the SEC’s web site, www.sec.gov. Copies of the documents
filed with the SEC by WashingtonFirst will be available free of
charge on WashingtonFirst’s website at www.wfbi.com under the tab “About the
Bank” and then under the heading “Investor Relations” or by
contacting WashingtonFirst’s Investor Relations Department at 11921
Freedom Drive, Suite 250, Reston, VA 20190. Copies of the documents
filed with the SEC by Alliance will be available free of charge on
Alliance’s website at www.alliancebankva.com under the tab
“Investor Relations” and then under the heading “Press Releases” or
under the heading “Documents/SEC Filings.” You may also read and
copy any reports, statements and other information filed with the
SEC at the SEC’s Public Reference Room at 100 F Street, NE,
Washington DC. Information about the operation of the SEC Public
Reference Room may be obtained by calling the SEC at
1-800-SEC-0330.
WashingtonFirst, Alliance and their respective directors,
executive officers, and certain other members of management and
employees of WashingtonFirst, Alliance and their respective
subsidiaries may be deemed to be participants in the solicitation
of proxies from shareholders of Alliance in connection with the
merger. Information about the directors and executive officers of
WashingtonFirst is set forth in WashingtonFirst’s proxy statement
dated March 15, 2012 available on WashingtonFirst’s website
at www.wfbi.com under
the tab “About the Bank” and then under the heading “Investor
Relations”. Information about the directors and executive officers
of Alliance is set forth in an amendment on Form 10-K/A to
Alliance’s Annual Report on Form 10-K filed with the SEC on
April 30, 2012. Additional information regarding the interests
of such participants is included in the joint proxy
statement/prospectus and the other relevant documents filed with
the SEC when they become available.
* Permission to quote from the ISS report was neither sought nor
obtained.
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