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Technology Stocks : Blank Check IPOs (SPACS) -- Ignore unavailable to you. Want to Upgrade?


To: Glenn Petersen who wrote (1432)5/29/2008 6:49:14 AM
From: Glenn Petersen  Read Replies (1) | Respond to of 3862
 
Community Bankers Acquisition (stock symbol: [t]BTC[/t]) has been having a difficult time closing on its proposed transaction. The company has announced that certain outside investors have purchased 4.1 million shares - approximately 55% of the shares originally sold in the IPO - and that these outside investors will receive options to purchase one common share and one warrant from the insiders for each 4 shares purchased. The strike price on the options is $.01. The shareholder meeting is scheduled for this morning.

Community Bankers Acquisition Corp. Announces Significant Changes to its Stockholder Base

Thursday May 29, 12:50 am ET

GREAT FALLS, Va.--(BUSINESS WIRE)--Community Bankers Acquisition Corp. (the “Company” or “CBAC”) (Amex: BTC - News) announced today that certain new investors in the Company (the “New Investors”) purchased a total of approximately 4.1 million shares of CBAC common stock pursuant to block purchases of shares effected in privately negotiated transactions with existing public stockholders of the Company. As previously announced, certain of the Company’s founding stockholders are granting the New Investors, in connection with their investment in CBAC, options to purchase additional shares of CBAC common stock and warrants to purchase shares of CBAC common stock from such founding stockholders.

The options will be exercisable for one share and one warrant for every four shares of common stock acquired and held by the New Investors for an exercise price of $0.01 per share and a nominal price per warrant.
The options will have a term of one year from June 8, 2009, the date on which they become exercisable and on which date the underlying founding stockholders’ shares are scheduled to be released from the existing escrow established at the time of the Company’s initial public offering. Thereafter such option securities will continue to be held in an escrow account under the terms of the option agreements for up to one additional year until June 8, 2010. The participating founding stockholders have agreed to use their best efforts to cause the Company to include the shares and warrants purchased by the New Investors upon exercise of the options in any registration statement to be filed by the Company pursuant to the registration rights agreement entered into with the founding stockholders at the time of the Company’s initial public offering.

Also as previously announced, CBAC will reconvene its annual meeting of meeting of stockholders on Thursday, May 29, 2008 at 11:00 a.m. local time and its special meeting of stockholders on Thursday, May 29, 2008, at 12:00 p.m. local time at the offices of Nelson Mullins Riley & Scarborough LLP, 101 Constitution Avenue, N.W., Suite 900, Washington, D.C. 20001.

The record dates for stockholders entitled to vote at the annual and special meetings remain the close of business on March 25, 2008.

Additional information about CBAC’s proposed merger with TransCommunity Financial Corporation (“TFC”) (OTCBB: TCYF - News) and its proposed merger with BOE Financial Services of Virginia, Inc. (“BOE”) (Nasdaq: BSXT - News) and each of the other proposals to be considered at CBAC’s annual and special meetings can be found in the respective definitive joint proxy statement/prospectuses relating to the CBAC annual meeting and the CBAC special meeting, respectively. The definitive joint proxy statement/prospectus relating to the CBAC annual meeting and the TFC special meeting of shareholders was filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2008, and the definitive joint proxy statement/prospectus relating to the CBAC special meeting and the BOE special meeting of shareholders was also filed with the SEC on March 31, 2008. Both documents are available at www.sec.gov.

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