Community Bankers Acquisition Corp., TransCommunity Financial Corporation and BOE Financial Services of Virginia, Inc. Announce
24 März 2008 - 2:15PM
Business Wire
Community Bankers Acquisition Corp. (�CBAC�) (Amex:BTC),
TransCommunity Financial Corporation (�TFC�) (OTCBB:TCYF) and BOE
Financial Services of Virginia, Inc. (�BOE�) (Nasdaq:BSXT) each
announced today their respective record and meeting dates for
stockholder votes on the CBAC and TFC merger and the CBAC and BOE
merger. CBAC announced today that its annual meeting of
stockholders will take place on Friday, April 25, 2008, at 10:00
a.m. EDT. The annual meeting will be held at the offices of Nelson
Mullins Riley & Scarborough, LLP, at 101 Constitution Avenue,
N.W., Suite 900, Washington, DC. Stockholders of record as of the
close of business on March 25, 2008, will be entitled to vote at
the annual meeting. At the annual meeting, CBAC stockholders will
be asked to consider and vote on six proposals, including:
(i)�approval of the merger with TFC; (ii)�approval of an amendment
to CBAC�s certificate of incorporation to reset the terms of the
classes of its directors; (iii)�approval of an amendment to CBAC�s
certificate of incorporation to change the name of CBAC from
�Community Bankers Acquisition Corp.� to �Community Bankers Trust
Corporation�; (iv)�election of Chris A. Bagley and Keith Walz as
directors; (v)�ratification of the appointment of Miller Ellin
& Company LLP as independent public accountants; and (vi)�if
necessary, adjournment of the annual meeting to a later date or
dates to permit further solicitation and vote of proxies. CBAC also
announced today that a special meeting of its stockholders will
take place on Friday, April 25, 2008, at 2:00 p.m. EDT. The special
meeting will be held at the offices of Nelson Mullins Riley &
Scarborough, LLP, at 101 Constitution Avenue, N.W., Suite 900,
Washington, DC. Stockholders of record as of the close of business
on March 25, 2008, will be entitled to vote at the special meeting.
At the special meeting, CBAC stockholders will be asked to consider
and vote on two proposals, including: (i)�approval of the CBAC
merger with BOE; (ii) approval of an amendment to CBAC's
certificate of incorporation to reset the classes of its directors;
and (iii) if necessary, adjournment of the special meeting to a
later date or dates to permit further solicitation and vote of
proxies. TFC announced today that a special meeting of its
shareholders will take place on Tuesday, April 22, 2008, at 10:00
a.m. EDT. The special meeting will be held at The Place at
Innsbrook, 4036-C Cox Road, Glen Allen, Virginia. Shareholders of
record as of the close of business on March 25, 2008, will be
entitled to vote at the special meeting. At the special meeting,
TFC shareholders will be asked to consider and vote on two
proposals, including: (i)�approval of the TFC merger with CBAC; and
(ii),�if necessary, approval of adjournment of the special meeting
to a later date or dates to permit further solicitation and vote of
proxies. BOE announced today that a special meeting of BOE
shareholders will take place on Friday, April 25, 2008, at 10:00
a.m. EDT. The Special Meeting will be held at the Tappahannock
Essex Volunteer Fire Department at 620 Airport Road, Tappahannock,
Virginia. Shareholders of record as of the close of business on
March 25, 2008, will be entitled to vote at the special meeting. At
the special meeting, BOE shareholders will be asked to consider and
vote on two proposals, including: (i)�approval of the BOE merger
with CBAC; and (ii),�if necessary, approval of adjournment of the
special meeting to a later date or dates to permit further
solicitation and vote of proxies. Ensuring Your Vote is Counted In
advance of the record date, CBAC advises holders of its securities
that are in accounts that permit the lending of securities, such as
margin accounts, to move these securities into accounts which do
not permit the lending of securities, so called cash accounts or
segregated accounts. These steps are designed to ensure that votes
related to common shares beneficially owned by stockholders are
properly counted. Beneficial owners of shares of common stock that
have been lent out (either with or without the beneficial owners�
knowledge) are not permitted to vote those shares. Additional
Information About the Mergers and Where to Find It In connection
with the proposed mergers, CBAC has filed with the Securities and
Exchange Commission (the "SEC") a registration statement on Form
S-4 to register the shares of CBAC common stock to be issued to the
shareholders of TFC as well as a registration statement on Form S-4
to register the shares of CBAC common stock to be issued to the
shareholders of BOE. Each registration statement includes a joint
proxy statement/prospectus, which will be sent to the stockholders
of CBAC and of the shareholders of TFC or BOE, as applicable,
seeking their approval of the applicable merger. In addition CBAC,
TFC, and BOE may file other relevant documents concerning the
proposed mergers with the SEC. WE URGE INVESTORS AND SECURITY
HOLDERS TO READ THE REGISTRATION STATEMENTS ON FORM S-4 AND THE
JOINT PROXY STATEMENT/PROSPECTUSES INCLUDED WITHIN THE REGISTRATION
STATEMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED MERGERS, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT CBAC, TFC, AND BOE AND THE PROPOSED
TRANSACTIONS. Investors and security holders may obtain free copies
of these documents through the website maintained by the SEC at
http://www.sec.gov. Free copies of both joint proxy
statement/prospectuses also may be obtained by directing a request
by telephone or mail to: Community Bankers Acquisition Corp., 9912
Georgetown Pike, Suite D203, Great Falls, Virginia 22066,
Attention: Investor Relations (telephone: (703) 759-0751). Free
copies of the joint proxy statement/prospectus relating to the
proposed merger of CBAC with TFC also may be obtained by directing
a request by telephone or mail to: TransCommunity Financial
Corporation, 4235 Innslake Drive, Glen Allen, Virginia 23060,
Attention: Investor Relations (telephone: (804) 934-9999), or by
accessing TFC�s website at http://www.TCFCorp.com under �Investor
Relations.� Free copies of the joint proxy statement/prospectus
relating to the proposed merger of CBAC with BOE also may be
obtained by directing a request by telephone or mail to: BOE
Financial Services of Virginia, Inc., 1325 Tappahannock Boulevard,
Post Office Box 965, Tappahannock, Virginia 22560, Attention:
Investor Relations (telephone: (804) 443-4343), or by accessing
BOE's website at http://www.bankofessex.com under �Investor
Relations.� The information on BOE's and TFC�s websites is not, and
shall not be deemed to be, a part of this release or incorporated
into other filings either company, or CBAC, makes with the SEC.
CBAC, TFC and BOE 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 BOE and
TFC, as applicable, and/or CBAC in connection with the mergers.
Information about the directors and executive officers of CBAC is
set forth in the Annual Report on Form 10-K filed with the SEC on
June 29, 2007. Information about the directors and executive
officers of TFC is set forth in the proxy statement for TFC�s 2007
annual meeting of shareholders filed with the SEC on April�23,
2007. Information about the directors and executive officers of BOE
is set forth in the proxy statement for BOE's 2007 annual meeting
of shareholders filed with the SEC on April�13, 2007. Additional
information regarding the interests of these participants and other
persons who may be deemed participants in the mergers may be
obtained by reading the joint proxy statement/prospectuses
regarding the mergers when they become available. 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 mergers, including future financial and
operating results, cost savings and enhanced revenues that may be
realized from the mergers as well as other statements of
expectations regarding the mergers and any other statements
regarding future results or expectations. Each of CBAC, TFC and BOE
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, are inherently uncertain.
Factors which could have a material effect on the operations and
future prospects of each of CBAC, TFC and BOE and the surviving
corporation, include but are not limited to: (1)�the businesses of
CBAC, TFC, and BOE 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
mergers may not be fully realized or realized within the expected
time frame; (3)�revenues following the mergers may be lower than
expected; (4)�customer and employee relationships and business
operations may be disrupted by the mergers; (5)�the ability to
obtain required regulatory and stockholder approvals, and the
ability to complete the mergers on the expected timeframe may be
more difficult, time-consuming or costly than expected; (6)�changes
in interest rates, general economic conditions,
legislative/regulatory changes, monetary and fiscal policies of the
U.S. government, including policies of the U.S. Treasury and the
Federal Reserve Board may adversely impact income; (7)�changes in
the quality and composition of the loan and securities portfolios,
demand for loan products, deposit flows, competition, demand for
financial services in BOE�s and TFC�s market areas may adversely
affect operations; (8)�CBAC, TFC and BOE�s implementation of new
technologies and their ability to develop and maintain secure and
reliable electronic systems may impact their respective businesses;
(9)�changes in accounting principles, policies, and guidelines may
impact reported earnings; and (10)�other risk factors detailed from
time to time in filings made by CBAC, TFC or BOE with the SEC may
be associated with their respective businesses. CBAC, TFC and BOE
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.
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