RESTON, Va. and MIDDLEBURG, Va., March
15, 2017 /PRNewswire/ -- At separate special meetings today,
shareholders of both Access National Corporation ("Access") and
Middleburg Financial Corporation ("Middleburg") approved the agreement pursuant
to which Access will merge with Middleburg to create a $2.8 billion-asset bank ranked fifth in deposit
market-share among Virginia-based
banks under $10 billion in
assets.
"The overwhelming support and confidence of our shareholders
aligns with management's plans to fortify and build shareholder
value through the combination," said Michael W. Clarke, President and Chief Executive
Officer of Access. "With this merger, we will enhance
our ability to deliver value added services to the high value
client base and prospects in our nation's most attractive
markets. The combined company will also benefit from the
financial strength and efficiencies of scale while preserving the
independence and local ownership valued by our clients and
communities."
"The leadership of Middleburg
is excited to join our partners at Access National in creating a
locally owned and unique financial services company," said
John C. Lee, IV, Chairman of
Middleburg. "As we integrate the companies, we look
forward to expanding on Middleburg's ninety-two year reputation of
service and capabilities geared towards our highly valued clients
in a way that embraces and builds on our partner's reputation as
high performance banking company."
At the time of this press release, regulatory approval for the
merger of Middleburg into Access
has been received from the Virginia State Corporation Commission,
and regulatory approval for the subsequent merger of Middleburg
Bank into Access National Bank has been received from the Office of
the Comptroller of the Currency. The parties expect the
mergers to close in early April 2017. Based on financial
information reported as of December 31,
2016, the combined companies would have total assets of
$2.8 billion, deposits of
$2.1 billion and loans of
$1.9 billion. Under the terms of the
merger agreement, common shareholders of Middleburg will receive 1.3314 shares of
Access common stock for each share of Middleburg common stock.
About Access National Corporation
Access National Corporation is a bank holding company organized
under the laws of the Commonwealth of Virginia and headquartered in Reston, Virginia. Access owns all of the stock
of its subsidiary bank, Access National Bank, which is an
independent commercial bank chartered under federal law as a
national banking association. Access National Bank provides credit,
deposit, mortgage services and wealth management services to middle
market commercial businesses and associated professionals,
primarily in the greater Washington,
D.C. Metropolitan Area. Access National Bank operates from
six banking centers located in Virginia: Chantilly, Tysons, Reston, Leesburg, Manassas and Alexandria, and the mortgage division of
Access National Bank operates offices in Virginia, Indiana, Tennessee, Maryland and Georgia. A seventh banking center located in
Arlington, Virginia is planned to
be opened early in the second quarter of 2017. The common
stock of Access is traded on the NASDAQ Global Market under the
symbol "ANCX."
Additional information on Access is available at
https://www.accessnationalbank.com.
About Middleburg
Middleburg Financial Corporation is a bank holding company
organized under the laws of the Commonwealth of Virginia and headquartered in Middleburg, Virginia. Middleburg owns all of the stock of its
subsidiary bank, Middleburg Bank, and of Middleburg Investment
Group, Inc. Middleburg Bank is a commercial bank chartered under
the laws of the Commonwealth of Virginia and offers a wide range of banking
products and services to individuals and businesses primarily
located in the Virginia counties
of Loudoun, Fairfax, Fauquier and Prince
William and the Virginia
cities of Richmond and
Williamsburg through twelve full
service branches and one limited service facility. Middleburg
Investment Group, Inc. owns all of the stock of its subsidiary,
Middleburg Trust Company, which is a trust company chartered under
the laws of the Commonwealth of Virginia and is headquartered in Richmond, Virginia, and offers a wide range of
wealth management, fiduciary and trust services to individual,
institutional and foundation clients. The common stock of
Middleburg is traded on the NASDAQ
Capital Market under the symbol "MBRG."
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 communication may include, but
are not limited to, statements about project impacts of and
financial results generated by the transaction.
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 ("SEC") and those identified
elsewhere in this communication, 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 transaction; delays in closing
the transaction; 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 transaction.
Annualized, pro forma, projected, and estimated numbers are used
for illustrative purposes only, may not reflect actual results and
may not be relied upon.
Additional Information About the Proposed Transaction and
Where to Find It.
Investors are urged to review carefully and consider all public
filings by Access and Middleburg
with 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, VA 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 proposed transaction, Access has filed a
registration statement on Form S-4 with the SEC which includes a
joint proxy statement of Access and Middleburg and a prospectus of Access. A
definitive joint proxy statement/prospectus was sent to the
shareholders of each company seeking the required shareholder
approvals. Before making any investment decision, investors
and security holders of Access and Middleburg are urged to read carefully the
entire registration statement and joint proxy statement/prospectus
when they become available, including any amendments thereto,
because they contain important information about the proposed
transaction. 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 each of Access and Middleburg and their ownership of Access and
Middleburg common stock,
respectively, is set forth in the definitive joint proxy
statement/prospectus.
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SOURCE Middleburg Financial Corporation
