Boe Financial Services OF Virginia Inc-Filing of certain prospectuses & comms. for business combination transactions (425)
17 Dezember 2007 - 11:12PM
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
Date of Report (Date of earliest
event reported): December 13, 2007
Community Bankers Acquisition
Corp.
(Exact name of registrant as
specified in its charter)
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Delaware
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001-32590
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20-2652949
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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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9912 Georgetown Pike, Ste
D203
Great Falls, VA
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22066
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(703) 759-0751
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a
Material Definitive Agreement
On
December 14, 2007, Community Bankers Acquisition Corp. (the
“Company” or “CBAC”) announced that it had entered into
an Agreement and Plan of Merger dated as of December 13, 2007, with BOE
Financial Services of Virginia, Inc. (“BOE”) (the “Merger
Agreement”). The Merger Agreement sets forth the terms and conditions of
the Company’s acquisition of BOE through the merger of BOE with and into
the Company (the “Merger”). Bank of Essex, a Virginia state bank
and a wholly owned subsidiary of BOE, (the “Bank”) will become a
wholly owned subsidiary of the surviving corporation in the Merger.
Previously, on
September 5, 2007, CBAC entered into an Agreement and Plan of Merger with
TransCommunity Financial Corporation (“TFC”). Under the terms of
the TFC Merger Agreement, TFC has given its consent to CBAC entering into the
BOE Merger Agreement. CBAC expects to consummate the merger with TFC prior to
consummating the Merger with BOE.
Under the terms of
the Merger Agreement, the Company will issue to the stockholders of BOE, for
each share of BOE’s common stock that they own, 5.7278 shares of the
Company’s common stock (the “Exchange Ratio”), subject to
adjustment as described below. If the daily average closing price for the
Company’s common stock for the 20 consecutive days of trading in such
stock ending five days before the closing date is less than $7.42, the Company
will increase the Exchange Ratio to the quotient obtained by dividing $42.50 by
such daily average closing price.
In addition, at the
effective time of the Merger, each outstanding option to purchase shares of
BOE’s common stock under any of BOE’s stock plans shall vest
pursuant to its terms and shall be converted into an option to acquire the
number of shares of CBAC’s common stock equal to the number of shares of
common stock underlying the option multiplied by the Exchange Ratio. The
exercise price of each option will be adjusted accordingly.
The Merger
Agreement also provides for the headquarters of the surviving corporation to be
in Glen Allen, Virginia and for the headquarters of the Bank to remain the same
following the consummation of the Merger. The Board of Directors of the
surviving corporation will consist of 14 directors, two of whom will be
nominated by CBAC, six of whom will be nominated by TFC and six of whom will be
nominated by BOE. In addition, Alexander F. Dillard, Jr., currently Chairman of
the Board of Directors of BOE will serve as Chairman of the Board of Directors
of the resulting company, Troy A. Peery, Jr., currently Chairman of the Board
of Directors of TFC, will serve as a Vice-Chairman of the Board of Directors of
the resulting company, and Gary A. Simanson, currently a Director, President
and Chief Executive Officer of CBAC, will serve as a Vice-Chairman of the
Board. Bruce B. Nolte, currently President and Chief Executive Officer of TFC,
will serve as Chief Executive Officer of the resulting company, and George M.
Longest, Jr., currently President and Chief Executive Officer of BOE, will
serve as President of the resulting company. Bruce E. Thomas, currently Senior
Vice President and Chief Financial Officer of BOE, will serve as Chief
Financial Officer of the resulting company, and Patrick J. Tewell, currently
Chief Financial Officer of TFC, will serve as Chief Accounting Officer of the
resulting company.
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Consummation of the Merger is subject to the consummation of
the merger of CBAC with TFC and a number of customary conditions including the
approval of the Merger by the stockholders of each of BOE and CBAC and the
receipt of all required regulatory approvals. In addition, if the merger with
TFC has not closed at the time of the CBAC stockholder vote on the Merger with
BOE, closing of the transaction is also conditioned on holders of fewer than
20% of the shares of CBAC common stock voting against the transaction and
electing to convert their CBAC common stock into cash. The Merger with BOE is
expected to be completed in the second quarter of 2008. Pursuant to the Merger
Agreement either party may terminate the Merger Agreement in the event the
Merger is not consummated by June 30, 2008.
A copy of the
Merger Agreement is being filed as Exhibit 2.1 to this report and is
incorporated by reference into this Item 1.01. The description of the
Merger Agreement above is a summary, does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement. The Merger
Agreement has been included to provide information regarding the terms of the
Merger. It is not intended to provide any other factual information about the
Company. Such information can be found in the other public filings that the
Company makes with the Securities and Exchange Commission, which are available
without charge at www.sec.gov.
The Merger
Agreement contains representations and warranties the parties made to each
other. The assertions embodied in those representations and warranties by the
Company are qualified by information in the confidential disclosure schedules
attached to the Merger Agreement. While the Company does not believe that these
schedules contain information that securities laws require it to disclose
publicly, other than information that has already been so disclosed, the
disclosure schedules do contain information that modifies, qualifies and
creates exceptions to the representations and warranties set forth in the
attached Merger Agreement. Accordingly, the representations and warranties
should not be relied on as characterizations of the actual state of facts,
since they may be modified in important part by the underlying disclosure
schedules.
Each director and
executive officer of BOE entered into a Support Agreement with CBAC and BOE in
connection with the execution of the Merger Agreement. In the Support
Agreement, each individual agreed to vote the shares that he or she owns in
favor of the Merger and against any competing transactions, as described in the
Support Agreement, that may arise. In addition, each individual agreed to not
transfer such shares as provided in the Support Agreement. A copy of the
Support Agreement is being filed as Exhibit E to the Merger Agreement and
is incorporated by reference into this Item 1.01.
A copy of the
Company’s press release announcing the Merger Agreement is being filed as
Exhibit 99.1 to this report.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
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2.1
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Agreement and Plan of Merger, dated as of
December 13, 2007, by and between Community Bankers Acquisition Corp. and
BOE Financial Services of Virginia, Inc.
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99.1
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Press Release dated December 14, 2007,
announcing execution of the BOE Merger Agreement
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SIGNATURE
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, thereunto duly authorized, in the
County of Fairfax, Commonwealth of Virginia, on the 17th day of December, 2007.
COMMUNITY BANKERS
ACQUISITION CORP.
By:
/s/ Gary A. Simanson
Gary A. Simanson
President and Chief
Executive Officer
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Exhibit Index
Exhibit
Description
2.1
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Agreement and Plan of Merger, dated as of
December 13, 2007, by and between Community Bankers Acquisition Corp. and
BOE Financial Services of Virginia, Inc.
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99.1
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Press Release dated December 14, 2007,
announcing execution of the BOE Merger Agreement
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