Blue Ridge Bankshares Inc., the parent holding company of Blue Ridge Bank, National Association, and Virginia Community Bankshares Inc., the parent holding company of Virginia Community Bank, jointly announced on May 14 the signing of a definitive merger agreement pursuant to which Blue Ridge will acquire VCB in a transaction valued at $59.23 per share or approximately $42.5 million in aggregate, based on the 10-day volume weighted average price of Blue Ridge common stock.
The combination expands Blue Ridge’s presence into central Virginia through the addition of VCB’s seven branches and will add approximately $252 million in assets, $168 million in loans, and $223 million in deposits to Blue Ridge. Based on bank-level financials as of March 31, 2019, the pro forma company would have approximately $826 million in assets, $635 million in loans, and $664 million in deposits.
Under the terms of the merger agreement, VCB shareholders will have the right to receive either $58.00 in cash or 3.05 shares of Blue Ridge common stock for each share of VCB common stock they hold. Shareholder elections are subject to adjustment so that the overall mix of consideration to be paid to VCB shareholders consists of approximately 60 percent Blue Ridge common stock and 40 percent cash.
Blue Ridge expects the transaction to be more than 20 percent accretive to core bank earnings per share with an estimated earn-back period for tangible book value dilution of approximately 3.75 years. Commenting on the announcement, Brian K. Plum, President and Chief Executive Officer of Blue Ridge, said, “We are incredibly excited to partner with the Virginia Community Bankshares leadership team to continue building one of the premier community banks in the region. The complementary culture and geography will allow us to better serve our communities and clients with responsive commercial banking services while also growing our noninterest income lines of business, including purchase and credit cards, payroll, insurance, mortgage, and qualified intermediary services.”
A. Preston Moore, Jr., President and Chief Executive Officer of VCB, added, “We are very pleased to join with Blue Ridge in a transaction that we believe offers significant opportunities and benefits to our clients, communities, employees, and shareholders. The Blue Ridge team sincerely believes, as we do, in delivering responsive, personalized service to our clients. The additional tools and resources we will share together enhance our ability to deliver on that commitment. Additionally, we know Blue Ridge is just as excited as we are about the opportunity to grow and develop our existing purchase and credit card platform, which is a tremendous service to our clients and projected to generate significant noninterest income.”
The transaction, which is expected to close in the fourth quarter of 2019, has been unanimously approved by the Boards of Directors of both companies and is subject to customary closing conditions, including regulatory approvals, and approval from the shareholders of Blue Ridge and VCB. Blue Ridge’s Board of Directors will appoint two VCB directors to join the Blue Ridge Board, as well as appoint A. Pierce Stone, the former president, chief executive officer, and VCB chairman prior to his retirement in 2011.
A. Preston Moore, Jr. will join Blue Ridge as president of the Central Virginia Region, and Thomas M. Crowder, current executive vice-president and chief financial officer and chief operating officer at VCB, will join Blue Ridge as executive vice-president of the card division. Blue Ridge will move its corporate headquarters to Charlottesville as part of the transaction.
Blue Ridge was advised in the transaction by Raymond James & Associates, Inc. as financial advisor and Williams Mullen as legal counsel. VCB was advised in the transaction by Sandler O’Neill + Partners, L.P. as financial advisor and Hunton Andrews Kurth as legal counsel.
Blue Ridge Bankshares Inc. is a single-bank holding company headquartered in Luray, VA. Chartered in 1893 as the Page Valley Bank of Virginia, today Blue Ridge Bank, N.A. has additional branches in Charlottesville, Drakes Branch, Harrisonburg, Martinsville, McGaheysville, Shenandoah, Stuart, and also does business as Carolina State Bank in Greensboro, N.C.
Additionally, the Bank has mortgage operations in Virginia, Maryland, North Carolina, and Florida. Celebrating 126 years as a locally owned, independent community bank, Blue Ridge Bank, N.A. provides a wide range of financial services. Visit www.mybrb.com for more information.
Virginia Community Bankshares Inc. is a bank holding company headquarted in Louisa, Virginia. Virginia Community Bankshares, Inc. primarily conducts operations through its wholly owned subsidiary, Virginia Community Bank, a Virginia-chartered commercial bank that provides a full suite of banking services through its offices in Louisa, Orange, Mineral, Culpeper, Troy, Fredericksburg and Gordonsville, Virginia. Visit www.virginiacommunitybank.com for more
In connection with the proposed merger, Blue Ridge intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will include a joint proxy statement/prospectus to be mailed to shareholders of both Blue Ridge and VCB. The documents will contain key information to security holders about the merger.
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