Transaction Expected to be Immediately
Accretive to Earnings per Share
Will Rank 5th in Deposit Market Share among
Virginia-Based Banks under $10 Billion in Assets
Leverages Complementary Strengths to Deliver
Comprehensive Set of Products and Services focused on Commercial
and Consumer Depository Services; Commercial, Professional and
Consumer Loan Products; Wealth Management and Mortgage Banking
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 requesting 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161024005422/en/
Access National CorporationMichael Clarke, CEOMeg Taylor,
CFO703-871-2100orMiddleburg Financial CorporationGary R.
Shook, President & CEO540-687-4801
Middleburg Financial Corp. (NASDAQ:MBRG)
Historical Stock Chart
From Oct 2024 to Nov 2024
Middleburg Financial Corp. (NASDAQ:MBRG)
Historical Stock Chart
From Nov 2023 to Nov 2024