American National Bankshares Inc. and HomeTown Bankshares Corporation Announce Regulatory Approvals for Proposed Merger
March 07 2019 - 3:05PM
American National Bankshares Inc. (NASDAQ: AMNB – “American”)
headquartered in Danville, Va., and HomeTown Bankshares
Corporation, (NASDAQ: HMTA - "HomeTown"), headquartered in Roanoke,
Va., today jointly announced the receipt of regulatory approvals
from the Office of the Comptroller of the Currency, the Federal
Reserve Bank of Richmond, and the Virginia State Corporation
Commission to move forward with the proposed merger of HomeTown
with and into American. The proposed merger remains subject to
shareholder approval and special shareholder meetings for both
companies are set for March 19, 2019.
“We are pleased to have received all required regulatory
approvals. We look forward to receiving shareholder approvals and
plan to close the merger effective April 1st,” said Jeffrey V.
Haley, President and Chief Executive Officer of American.
About American
American National Bankshares Inc. is a multi-state bank holding
company with total assets of approximately $1.9 billion.
Headquartered in Danville, Va., American is the parent company of
American National Bank and Trust Company (“American National
Bank”). American National Bank is a community bank serving southern
and central Virginia and north central North Carolina with 24
banking offices and two loan production offices. American National
Bank also manages an additional $769 million of trust,
investment and brokerage assets in its Trust and Investment
Services Division. Additional information about American and
American National Bank is available at www.amnb.com.
Shares of American are traded on the Nasdaq Global Select Market
under the symbol "AMNB."
About HomeTown
HomeTown Bankshares Corporation is the parent company of
HomeTown Bank, which officially opened for business on November 14,
2005. HomeTown Bank offers a full range of banking services
to small and medium-size businesses, real estate investors and
developers, private investors, professionals and individuals.
HomeTown Bank serves three markets including the Roanoke Valley,
the New River Valley and Smith Mountain Lake through six branches,
seven ATMs, HomeTown Mortgage and HomeTown Investments. A
high level of responsive and personal service coupled with local
decision-making is the hallmark of its banking strategy. For more
information, please visit www.hometownbank.com.
Shares of HomeTown are traded on the Nasdaq Capital Market under
the symbol "HMTA."
Additional Information About the Merger and Where to
Find It
In connection with the proposed merger, American has filed with
the Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 to register the shares of American common
stock to be issued to the shareholders of HomeTown. The
registration statement includes a joint proxy statement/prospectus,
which was first mailed to the shareholders of American and HomeTown
on or about February 13, 2019. In addition, each of American and
HomeTown may file other relevant documents concerning the proposed
merger with the SEC.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS
INCLUDED WITHIN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT AMERICAN, HOMETOWN AND THE PROPOSED TRANSACTION. Investors
and security holders may obtain free copies of these documents
through the website maintained by the SEC at www.sec.gov. Free
copies of the joint proxy statement/prospectus also may be obtained
by directing a request by telephone or mail to American National
Bankshares Inc., 628 Main Street, Danville, Virginia 24541,
Attention: Investor Relations (telephone: (434) 792-5111) or
HomeTown Bankshares Corporation, 202 South Jefferson Street,
Roanoke, Virginia 24011, Attention: Investor Relations (telephone:
(540) 345-6000) or by accessing American’s website at www.amnb.com
under “Investors – Financial Documents – Documents/Filings” or
HomeTown’s website at www.hometownbank.com under “Investors –
Investor Relations – SEC Filings.” The information on American’s
and HomeTown’s websites is not, and shall not be deemed to be, a
part of this release or incorporated into other filings either
company makes with the SEC.
American, HomeTown and their respective directors, executive
officers and members of management may be deemed to be participants
in the solicitation of proxies from the shareholders of American
and HomeTown in connection with the merger. Information about the
directors and executive officers of American is set forth in the
proxy statement for American’s 2018 annual meeting of shareholders
filed with the SEC on April 12, 2018. Information about the
directors and executive officers of HomeTown is set forth in the
proxy statement for HomeTown’s 2018 annual meeting of shareholders
filed with the SEC on April 5, 2018. Additional information
regarding the interests of these participants and other persons who
may be deemed participants in the merger may be obtained by reading
the joint proxy statement/prospectus.
Caution Regarding Forward-Looking
Statements
Statements made in this release, other than those concerning
historical financial information, may be considered forward-looking
statements, which speak only as of the date of this release and are
based on current expectations and involve a number of assumptions.
These include statements as to the anticipated benefits of the
merger, including future financial and operating results, cost
savings and enhanced revenues that may be realized from the merger
as well as other statements of expectations regarding the merger
and any other statements regarding future results or expectations.
Each of American and HomeTown intends such forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and is including this statement for
purposes of these safe harbor provisions. The companies’ respective
abilities to predict results, or the actual effect of future plans
or strategies, is inherently uncertain. Factors that could have a
material effect on the operations and future prospects of each of
American and HomeTown and the resulting company, include but are
not limited to: (1) the businesses of American and/or HomeTown
may not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected;
(2) expected revenue synergies and cost savings from the
merger may not be fully realized or realized within the expected
timeframe; (3) revenues following the merger may be lower than
expected; (4) customer and employee relationships and business
operations may be disrupted by the merger; (5) the ability to
obtain the required shareholder approvals and the ability to
complete the merger on the expected timeframe may be more
difficult, time-consuming or costly than expected; (6) changes
in interest rates, general economic conditions, legislation and
regulation, and monetary and fiscal policies of the U.S.
government, including policies of the U.S. Treasury, Office of the
Comptroller of the Currency and the Board of Governors of the
Federal Reserve System; (7) the quality and composition of the loan
and securities portfolios, demand for loan products, deposit flows,
competition, and demand for financial services in the companies’
respective market areas; (8) the implementation of new
technologies, and the ability to develop and maintain secure and
reliable electronic systems; (9) accounting principles, policies,
and guidelines; and (10) other risk factors detailed from time
to time in filings made by American and HomeTown with the SEC.
American and HomeTown undertake no obligation to update or clarify
these forward-looking statements, whether as a result of new
information, future events or otherwise.
This release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in any jurisdiction in
which such solicitation would be unlawful.
For more information, contact:
Jeffrey V. Haley
Susan K. StillPresident & Chief Executive
Officer
President & Chief Executive OfficerAmerican National Bankshares
Inc.
HomeTown Bankshares Corporation haleyj@amnb.com
sstill@HomeTownBankVa.com434.773.2259
540.278.1705
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