RESTON, Va. and MIDDLEBURG, Va., Oct.
24, 2016 /PRNewswire/ -- Access National Corporation
(NASDAQ: ANCX) ("Access National") and Middleburg Financial
Corporation (NASDAQ: MBRG) ("Middleburg") today announced the signing of a
definitive agreement to combine in a strategic merger.
The combination creates Virginia's premier bank, with enhanced scale,
improved efficiency and a well-diversified business model. The two
companies have highly complementary businesses and geographic
footprints. The combination will have greater market reach and
product offerings that will enable significant opportunities for
growth. Access National's expertise in business banking, commercial
and industrial (C&I) lending and mortgage origination
complements Middleburg's core
strengths of serving the depository, custom credit and wealth
management needs of professionals and consumers in the affluent
Virginia communities west of
Washington D.C. and in
Richmond.
Under the terms of the merger agreement, which was unanimously
approved by the Boards of Directors of both companies, Middleburg shareholders will receive a fixed
exchange ratio of 1.3314 Access National shares for each share of
Middleburg common stock owned.
Based on the average closing price of Access National's common
stock for the twenty trading days ended October 21, 2016, the transaction represents a
value of $32.51 per share of
Middleburg common stock and
$233.1 million in the aggregate.
Access National shareholders will own 53.5 percent of the combined
entity and Middleburg shareholders
will own 46.5 percent, and the transaction is intended to qualify
as a tax-free reorganization for Middleburg shareholders. The transaction is
expected to be immediately accretive to earnings per share.
The new company projects 14.0% annual cost savings of the
combined expense base, to be fully realized in 2018, allowing for
significant operating leverage in today's highly regulated
environment. Furthermore, increased distribution in the D.C. MSA
fills a significant void resulting from M&A activity over the
last twelve months in these markets. Finally, the focus of
underwriting commercial customers will differentiate the company
and allow for thoughtful portfolio diversification over time.
The geographic coverage of each company is highly attractive and
together represents arguably the best demographic profile in the
nation. With business concentrations in Fairfax and Loudoun counties of Virginia, the combined company is anchored in
the highest and second highest household income counties in the
nation while also ranking among the best markets with respect to
employment, population growth, household formation and business
vibrancy. The companies have excellent track records in the service
of emerging businesses and affluent professionals who value
personal touch and local decision-making.
The combined holding company, called Access National
Corporation, will rank fifth in deposit market share among
Virginia-based banks under
$10 billion in assets, with
$2.7 billion in total assets,
$2.2 billion in deposits,
$1.8 billion in gross loans and
$2.5 billion in assets under
management and administration. The Company's strategy will utilize
the independent and collective strengths of its operating brands to
maximize retention of current clients and leverage growth
opportunities.
According to Access National CEO Michael
W. Clarke: "This merger enables the combined company to
benefit from the financial strength and efficiencies of scale while
preserving the independence and local ownership valued by the most
coveted clientele. This merger is consistent with Access National's
strategic objectives of expanding and diversifying its core funding
base, strengthening the magnitude, diversity and reliability of
value-added fee income, and achieving a scale that mitigates
increased regulatory and compliance complexities." He continued:
"We are excited to make available a broader offering of products to
our combined client base."
John C. Lee IV, Chairman of
Middleburg stated: "The gravity,
importance and benefits of this partnership for Middleburg's stakeholders cannot be
understated. Over our 92-year history we have succeeded and grown
by focusing on core principles shared by our partner: A
relationship focus that runs deep with several client touch points,
personalized and tailored service, community stewardship and
involvement, and a commitment to work with clients throughout the
personal and business life cycle." He continued: "As we cultivated
this idea with the leadership of Access National, it has been
reassuring to learn how much they too embrace the banking
traditions of working with clients as a trusted advisor first and
foremost. We all agree on the power of our respective operating
brands, and with Gary Shook's
continued focus on Middleburg Bank and the communities it serves we
expect little customer disruption. Further, we look forward to
jointly shaping the delivery of the best client and community value
proposition. I am excited for our employees and clients who will be
afforded opportunities to realize their goals and aspirations
through expanded products, services and financial strength."
Michael G. Anzilotti, Chairman of
Access National noted: "I have known and respected John Lee for over 25 years and truly believe our
groups are coming together during a time when the changing
landscape of banking affords us the opportunity to create something
special that carries forward our traditions of exceptional
performance and market stability. We welcome our new partners,
their talented professionals and strong and deep client
relationships."
"This merger brings together two of Virginia's premier financial institutions and
forms what I believe will be one of America's strongest mid-market
financial services companies." said David
Sokol, Middleburg's largest
shareholder. Mr. Sokol further commented, "Both Access National and
Middleburg have dedicated employee
groups who place their obligation to understand and service their
customers as their highest priority. With Mike Clarke and John
Lee's leadership, two outstanding teams and a very sound
balance sheet I am very excited to be a supportive shareholder. I
believe that the new company will be a long term leader in the
rapidly changing banking and financial services industry."
The board of directors for the new holding company will include
seven members of the current Access National board and six members
of the current Middleburg board,
including Gary R. Shook, the current
CEO of Middleburg. Middleburg Board Chairman John Lee will serve as Chairman of the combined
company's board of directors and Access National Chairman
Mike Anzilotti will serve as Vice
Chairman.
Timing and Approvals.
The transaction is expected to be completed in the second
quarter of 2017, subject to approval of both companies'
shareholders, regulatory approvals and other customary closing
conditions.
Advisors.
FBR Capital Markets & Co. is serving as the exclusive
financial advisor to Access National and Troutman Sanders LLP is
serving as legal counsel. Sandler O'Neill & Partners, L.P. is
serving as the exclusive financial advisor to Middleburg Financial
Corporation and Williams Mullen is
serving as legal counsel. Donnelly
Penman & Partners and Barnes & Thornburg LLP acted
as financial and legal advisors, respectively, to Mr. Sokol.
Conference Call.
An investor presentation related to this transaction is
available on Access National's website at:
www.accessnationalbank.com, or Middleburg's website at:
www.middleburgbank.com. Access National and Middleburg will host a joint conference call
Monday, October 24, 2016 at
11:00 a.m. EDT to discuss the merger.
The participant toll-free dial-in number is (844) 348-3796 and the
conference ID is 6911612. Participants should dial in 10 minutes
prior to the scheduled start time and reference the Access National
and Middleburg merger conference
call. A recording of today's call will also be available following
the conclusion of the call until 2:00pm
EDT on 10/26/2016 by dialing
(855) 859-2056 and entering the conference ID 6911612.
About Access National Corporation.
Access National Corporation is the parent company of Access
National Bank, a nationally chartered bank reporting assets of
$1.4 billion based in Reston, Virginia. The company provides
on-target financial services to middle market companies and their
leadership in select industries around the National Capital Region.
The focus is on operating companies reporting $1-100 million in revenue. The Company recently
reported its 65th consecutive quarter of profitability over its
history of 67 quarters or 17 years, and has declared consecutive
quarterly dividends since the first quarter of 2006. Most recently,
Access National was recognized for its consistent financial
performance by the American Banker ranking #12 across the nation
and ranked the highest among banking companies located in the
Washington Metropolitan Market and across Virginia.
About Middleburg Financial Corporation.
Middleburg Financial Corporation is headquartered in
Middleburg, Virginia and has two
wholly owned subsidiaries, Middleburg Bank and Middleburg
Investment Group, Inc. Middleburg Bank serves communities in
Virginia with financial centers in
Ashburn, Gainesville, Leesburg, Marshall, Middleburg, Purcellville, Reston, Richmond, Warrenton and Williamsburg. Middleburg Investment Group owns
Middleburg Trust Company, which is headquartered in Richmond, Virginia with offices in
Middleburg, Alexandria and Williamsburg.
Forward-Looking Statements.
The information presented herein contains "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding Access National Corporation's ("Access
National") and Middleburg Financial Corporation's ("Middleburg") expectations or predictions of
future financial or business performance or conditions.
Forward-looking statements may be identified by words such as
"may," "could," "will," "expect," "believe," "anticipate,"
"forecast," "intend," "plan," "prospects," "estimate," "potential,"
or by variations of such words or by similar expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties which change over time. Forward-looking
statements in this communication may include, but are not limited
to, statements about project impacts of and financial results
generated by the transaction. Forward-looking statements speak only
as of the date they are made and Access National and Middleburg assume no duty to update
forward-looking statements.
In addition to factors previously disclosed in Access National's
and Middleburg's reports filed
with the Securities and Exchange Commission and those identified
elsewhere in this communication, the following factors, among
others, could cause actual results to differ materially from the
results expressed in or implied by forward-looking statements and
historical performance: ability to obtain regulatory approvals and
meet other closing conditions to the transaction; delays in closing
the transaction; changes in asset quality and credit risk; changes
in interest rates and capital markets; the introduction, timing and
success of business initiatives; competitive conditions; and the
inability to recognize cost savings or revenues or to implement
integration plans associated with the transaction. Annualized, pro
forma, projected, and estimated numbers are used for illustrative
purposes only, may not reflect actual results and may not be relied
upon.
Additional Information About the Proposed Transaction and
Where to Find It.
Investors are urged to review carefully and consider all public
filings by Access National and Middleburg with the Securities and Exchange
Commission (the "SEC"), including but not limited to their Annual
Reports on Form 10-K, their proxy statements, their Quarterly
Reports on Form 10-Q, and their Current Reports on Form 8-K. The
documents filed with the SEC may be obtained free of charge at the
SEC's website at www.sec.gov. The documents filed by Access
National with the SEC may also be obtained free of charge at Access
National's website at www.accessnationalbank.com or by requesting
them in writing to Access National Corporation, 1800 Robert Fulton
Drive, Suite 300, Reston, VA
20191, Attention: Investor Relations. The documents filed by
Middleburg with the SEC may also
be obtained free of charge at Middleburg's website at
www.middleburgbank.com or by requested them in writing to
Middleburg Financial Corporation, 111 West Washington Street,
Middleburg, Virginia 20117,
Attention: Investor Relations.
In connection with the proposed transaction, Access National
intends to file a registration statement on Form S-4 with the SEC
which will include a joint proxy statement of Access National and
Middleburg and a prospectus of
Access National. A definitive joint proxy statement/prospectus will
be sent to the shareholders of each company seeking the required
shareholder approvals. Before making any voting or investment
decision, investors and security holders of Access National and
Middleburg are urged to read
carefully the entire registration statement and joint proxy
statement/prospectus when they become available, including any
amendments thereto, because they will contain important information
about the proposed transaction. Free copies of these documents may
be obtained as described above.
Access National, Middleburg and
certain of their directors and executive officers may be deemed
participants in the solicitation of proxies from Access National
and Middleburg shareholders in
connection with the proposed transaction. Information about the
directors and officers of Access National and their ownership of
Access National common stock is set forth in the definitive proxy
statement for Access National's 2016 annual meeting of
shareholders, as previously filed with the SEC on April 18, 2016. Information about the directors
and officers of Middleburg and
their ownership of Middleburg
common stock is set forth in the definitive proxy statement for
Middleburg's 2016 annual meeting
of shareholders, as previously filed with the SEC on April 12, 2016. Investors may obtain additional
information regarding the interests of such participants by reading
the registration statement and the joint proxy statement/prospectus
when they become available. Free copies of these documents may be
obtained as described above.
ANCX / MBRG Investor Presentation:
http://origin-qps.onstreammedia.com/origin/multivu_archive/ENR/ANCX-MBRG-Investor-Presentation.PDF
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SOURCE Middleburg Financial Corporation