Community Bankers Acquisition Corp. Receives Regulatory Approvals to Acquire TransCommunity Financial Corporation and BOE Financ
18 April 2008 - 3:00PM
Business Wire
Community Bankers Acquisition Corp. (�CBAC�) (Amex:BTC) announced
today that it received the regulatory approvals necessary to
acquire TransCommunity Financial Corporation (�TFC�) (OTCBB:TCYF)
and BOE Financial Services of Virginia, Inc. (�BOE�) (Nasdaq:BSXT).
The Federal Reserve Bank of Richmond, acting under delegated
authority of the Board of Governors of the Federal Reserve System,
notified CBAC on April 15, 2008 that its applications to become a
bank holding company, become a financial holding company and
acquire TFC and BOE were approved subject to a 15 day waiting
period. On April 7, 2008 the State Corporation Commission of the
Commonwealth of Virginia also approved the acquisitions. Closing of
the TFC and BOE mergers are also subject to receipt of the
approvals of the shareholders of TFC and BOE and the stockholders
of CBAC. As previously announced, the shareholder meetings for TFC
and BOE and the stockholder meetings for CBAC are currently
scheduled to take place on the following dates: TFC, April 28,
2008, Special Meeting � BOE, April 25, 2008, Special Meeting �
CBAC, April 25, 2008, Annual Meeting and Special Meeting. The
management and Boards of Directors of each of CBAC, TFC and BOE
recommend that shareholders vote in favor of the mergers and each
of the proposals to be considered at the meetings. Additional
information about the proposed mergers and each of the other
proposals can be found in the respective definitive joint proxy
statement/prospectuses. The definitive joint proxy
statement/prospectus relating to the CBAC annual meeting and the
TFC special meeting was filed with the Securities and Exchange
Commission (the �SEC�) on March 31, 2008, and the definitive joint
proxy statement/prospectus relating to the CBAC special meeting and
the BOE special meeting was also filed with the SEC on March 31,
2008. Both documents are available at www.sec.gov. Stockholders of
CBAC or shareholders of TFC and BOE with questions about voting
their shares or the mergers should contact Morrow & Co., the
proxy solicitor for each of CBAC, TFC and BOE, at (800) 607-0088.
CBAC stockholders seeking to withdraw shares previously submitted
for conversion should ensure that their bank or broker makes
arrangements with Continental Stock Transfer & Trust Co. to
withdraw their shares by 10:00 a.m. New York time on April 25,
2008. Similarly, CBAC stockholders seeking to exercise their
conversion rights must complete the procedures set forth in the
CBAC joint proxy statement/prospectus before 10:00 a.m. New York
time on April 25, 2008. If you have previously sent a proxy card,
you do not need to send another card unless you desire to change
your vote. Additional Information About the Mergers and Where to
Find It In connection with the proposed mergers, CBAC has filed
with 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 has been mailed to the stockholders of
record 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 FILED WITH THE SEC 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
March 31, 2008. Information about the directors and executive
officers of TFC is set forth in the Annual Report on Form 10-K
filed with the SEC on March 31, 2008. Information about the
directors and executive officers of BOE is set forth in the Annual
Report on Form 10-K filed with the SEC on March 31, 2008.
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 filed with the SEC on
March 31, 2008. 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, BOE or TFC 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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