Community Bankers Acquisition (stock symbol: BTC), which raised $60 million when it went public in June of 2006, has announced that its is going to acquire TransCommunity Financial:
TransCommunity Financial Corporation to Merge with Community Bankers Acquisition Corporation
Thursday September 6, 8:45 am ET
GLEN ALLEN, Va. & GREAT FALLS, Va.--(BUSINESS WIRE)--TransCommunity Financial Corporation, (OTCBB: "TCYF") and Community Bankers Acquisition Corporation (Amex: "BTC") announced today that they have entered into a definitive agreement and plan of merger providing for the merger of TransCommunity Financial Corporation "TFC" with and into Community Bankers Acquisition Corporation "CBAC." Under the terms of the merger agreement, TFC shareholders will receive 1.42 shares of CBAC common stock for each of their shares of TFC common stock, subject to possible adjustment. Based on the closing price of CBAC common stock of $7.42 on September 5, 2007, the aggregate transaction value is approximately $48.5 million. The resulting holding company, which will be re-named Community Bankers Trust Corporation, will be headquartered in Glen Allen, Virginia, in the offices presently occupied by TFC.
Troy A. Peery, Jr., currently Chairman of the Board of Directors of TFC, will serve as 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 Vice-Chairman. Bruce B. Nolte, currently President and Chief Executive Officer of TFC will serve as President and Chief Executive Officer of the resulting company, and Patrick J. Tewell, Chief Financial officer of TFC, will serve as Chief Financial Officer. The resulting company will be governed by a Board of Directors with ten members, with six directors nominated by TFC and four directors nominated by CBAC.
The Board of Directors of TFC's wholly-owned banking subsidiary, TransCommunity Bank, N.A. will remain unchanged. M. Andrew McLean, President of TransCommunity Bank, NA, will continue to serve in that capacity, and the Bank will continue to do business through its existing operating divisions, Bank of Powhatan, Bank of Goochland, Bank of Louisa and Bank of Rockbridge.
Troy Peery, Chairman of TFC, said, "Since the formation of TFC in 2001, our vision has been to create a profitable, rapidly growing community banking franchise. We see this transaction with CBAC as a significant step forward in achieving this vision, and a very positive step forward for our shareholders, employees and the communities we serve. CBAC brings to the table a considerable infusion of new equity capital, as well as additional talent to our Board. The resulting company will be a community banking organization doing business in some of the best markets in Virginia, with over $280 million in assets, including as much as $70 million in excess capital, for future investment, either through possible acquisitions or business combinations with other banking companies."
Gary A. Simanson, President and Chief Executive Officer of CBAC, said, "I believe there is a tremendous opportunity to use our combined capital and management talents to help community banks prosper in this ever-changing industry. I believe that TFC is an excellent platform from which to build a larger community banking franchise. I have a tremendous respect for what Bruce Nolte and the Board of TFC has accomplished over the past few years. I am very excited to be combining our strengths with those of TFC, and look forward to working very closely with Troy Peery, the combined board of directors and the TFC management team as we work together to achieve our goals."
Bruce B. Nolte, TFC's President and CEO, noted, "The foundation of our business model has always been a strong commitment to local decision making. I believe that our credit quality, growth rate and net interest margin are testaments to this approach. The recent successful integration of our four subsidiary bank charters, and the resulting cost savings and efficiencies that we should reap going forward uniquely position us to provide a solid platform to utilize the capital and talents that CBAC brings to our Company."
The merger is subject to customary closing conditions, including approval by TFC's and CBAC's shareholders and the appropriate regulatory agencies. In addition, closing of the transaction is also conditioned on holders of fewer than 20% of the shares of CBAC common stock voting against the transaction and electing to convert their CBAC common stock into cash. The merger is anticipated to be completed during the last quarter of 2007. As a result of the execution of this agreement, pursuant to its certificate of incorporation, CBAC has until June 7, 2008 to complete the transaction before it would otherwise be required to liquidate.
TFC was advised by Sandler O'Neill + Partners, L.P., which rendered a fairness opinion to the TFC Board of Directors, and Williams Mullen LLP 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, served as legal advisor to CBAC.
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