HIGH POINT, N.C. and
ROANOKE, Va., July 1, 2015 /PRNewswire/ -- BNC Bancorp
(NASDAQ: BNCN), the parent company of Bank of North Carolina ("BNC" or the "Bank"), today
announced the successful completion of its merger with Valley
Financial Corporation ("Valley," NASDAQ: VYFC), the parent
company of Valley Bank ("Valley Bank"), thereby expanding BNC's
presence into Southwest Virginia
and the Greater Roanoke MSA.
BNC previously announced its plans to acquire Valley and Valley
Bank on November 17, 2014. As of
March 31, 2015, Valley had total
assets of $854 million, total loans
of $628 million and deposits of
$683 million. The nine banking
offices of Valley Bank will be operated as branches of BNC under
the name of Valley Bank until system conversions are completed.
Rick Callicutt, President and CEO
of BNC, commented: "We are very pleased to complete this
merger with Valley in a timely manner. The opportunity to
expand our franchise into the Commonwealth of Virginia with a sizable presence in the
Roanoke MSA is exciting for our company and for our
shareholders. We look forward to 'Delivering More' to each of
their customers and growing our presence in Roanoke and Southwest Virginia in the future."
Ellis Gutshall, President and CEO
of Valley, commented: "We are very excited to join forces with
BNC. Over the past seven months Rick and his team have
welcomed our employees with open arms as we worked hand in hand to
plan a successful integration, and it's been quite clear that
'Delivering More' is how they approach all that they do. Our
customers will continue to see the same friendly, local employees
they have come to know and trust, and our Roanoke community will benefit from the
increased resources of the combined franchise."
Based on the terms of the merger agreement and the 20-day volume
weighted average price of BNC common stock as of June 29, 2015 being above $18.50, each share of Valley common stock shall
be converted into 1.1081 shares of BNC Bancorp common stock.
Womble Carlyle Sandridge &
Rice, LLP provided legal counsel to BNC, while Banks Street
Partners, LLC served as financial advisor to BNC. Sandler O'Neill +
Partners, LP served as financial advisor to Valley, while
Williams Mullen provided legal
counsel to Valley.
Forward Looking Statements
The press release contains forward-looking statements relating
to the financial condition and business of BNC Bancorp and its
subsidiary, Bank of North
Carolina. These forward-looking statements involve risks and
uncertainties and are based on the beliefs and assumptions of the
management of BNC Bancorp, and the information available to
management at the time that this press release was prepared.
Factors that could cause actual results to differ materially from
those contemplated by such forward-looking statements include,
among others, the following that may diminish the expected benefits
of the merger: (i) general economic or business conditions in
Southwest Virginia; (ii) greater
than expected costs or difficulties related to the integration of
Valley Bank; (iii) unexpected deposit attrition, customer loss or
revenue loss following the merger with Valley, and (iv) the failure
to retain or hire key personnel. Additional factors affecting BNC
Bancorp and Bank of North Carolina
are discussed in BNC Bancorp's filings with the Securities and
Exchange Commission (the "SEC"), including its most recent Annual
Report on Form 10-K, its Quarterly Reports on Form 10-Q and its
Current Reports on Form 8-K. You may review BNC's SEC filings at
www.sec.gov. BNC Bancorp does not undertake a duty to update any
forward-looking statements made in this press release.
About BNC Bancorp and Bank of North
Carolina
BNC Bancorp is the parent company of Bank of North Carolina, an approximately $5.0 billion-asset commercial bank. Bank of
North Carolina provides banking
and financial services to individuals and businesses through its 57
banking offices in North and South
Carolina, and Virginia. Bank of North Carolina is insured by the FDIC and is
an equal housing lender. BNC Bancorp's stock is quoted in the
NASDAQ Capital Market under the symbol "BNCN."
About Valley Financial Corporation and Valley
Bank
Valley Financial Corporation is the holding company for Valley
Bank, which opened in 1995 and engages in a general commercial and
retail banking business in the Roanoke Valley, emphasizing the
needs of small businesses, professional concerns and individuals.
Valley Bank currently operates from nine full-service offices.
Additionally, Valley Bank operates its wealth management
subsidiary, Valley Wealth Management Services, Inc., and its
mortgage office in Roanoke. The
common stock of Valley Financial Corporation is traded on the
NASDAQ Capital Market under the symbol "VYFC."
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SOURCE BNC Bancorp