Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 25 2017 - 11:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
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January
25, 2017
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Date
of Report
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(Date
of earliest event reported)
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Access National Corporation
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(Exact name of registrant as specified in its charter)
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Virginia
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000-49929
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82-0545425
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer Identification No.)
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1800 Robert Fulton Drive, Suite 300, Reston, VA 20191
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(Address
of principal executive offices)
(Zip
Code)
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(703) 871-2100
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(Registrant’s telephone number, including area code)
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n/a
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(Former name or former address, if changed since last report.)
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions
(
see
General Instruction A.2.
below)
:
⊠
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events.
On January 25, 2017, Access National Corporation (the “Company”),
holding company for Access National Bank, issued a joint press release
announcing the hiring by Middleburg Financial Corporation
(“Middleburg”), holding company for Middleburg Bank, of David J.
Leudemann as Executive Vice President, Market Executive for Middleburg
Bank. A copy of the joint press release is attached hereto as Exhibit
99.1 and incorporated by reference herein.
About the Proposed Transaction and Where to Find It
As previously disclosed, Access and Middleburg have entered into an
Agreement and Plan of Reorganization (the "Merger Agreement") pursuant
to which Middleburg will merge with and into Access (the "Merger").
Access will be the surviving corporation in the Merger.
Investors are urged to review carefully and consider all public filings
by Access 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 with the SEC may also be obtained free of
charge at Access's website at
www.accessnationalbank.com
or by
requesting them in writing to Access National Corporation, 1800 Robert
Fulton Drive, Suite 300, Reston, Virginia 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 Merger, Access has filed a registration statement
on Form S-4 with the SEC which includes a preliminary joint proxy
statement of Access and Middleburg and a preliminary prospectus of
Access. 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 and Middleburg are urged to
read carefully the entire definitive registration statement and
definitive joint proxy statement/prospectus when they become available,
including any amendments thereto, because they will contain important
information about the proposed transaction.
Information in this
release is not a substitute for the registration statement or the joint
proxy statement/prospectus. Free copies of these documents may be
obtained as described above.
Access, Middleburg and certain of their directors and executive officers
may be deemed participants in the solicitation of proxies from Access
and Middleburg shareholders in connection with the proposed transaction.
Information about the directors and officers of Access and their
ownership of Access common stock is set forth in the definitive proxy
statement for Access'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
definitive registration statement and the definitive joint proxy
statement/prospectus when they become available. Free copies of these
documents may be obtained as described above.
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’s and Middleburg’s 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 report may include, but are not
limited to, statements about project impacts of and financial results
generated by the Merger. Forward-looking statements speak only as of the
date they are made and Access and Middleburg assume no duty to update
forward-looking statements.
In addition to factors previously disclosed in Access’s and Middleburg’s
reports filed with the Securities and Exchange Commission and those
identified elsewhere in this report, 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 Merger; delays in closing the Merger; 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 Merger.
Item
9.01 Financial Statements and Exhibits.
(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits.
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Exhibit 99.1
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Joint press release of Access National Corporation and Middleburg
Financial Corporation, dated January 25, 2017.
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Signatures
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ACCESS NATIONAL CORPORATION
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(Registrant)
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Date:
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January 25, 2017
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By:
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/s/ Michael W. Clarke
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Name:
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Michael W. Clarke
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Title:
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President & Chief Executive Officer
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