Shore Financial Corporation to Join Hampton Roads Bankshares
09 Januar 2008 - 12:00PM
PR Newswire (US)
NORFOLK, Va. and ONLEY, Va., Jan. 9 /PRNewswire-FirstCall/ --
Hampton Roads Bankshares, Inc. (NASDAQ:HMPR), the financial holding
company for Bank of Hampton Roads, and Shore Financial Corporation
(NASDAQ:SHBK), the financial holding company for Shore Bank,
jointly announced today that the board of directors of each company
approved the execution of, and the parties have executed, a
definitive agreement in which Shore Financial Corporation will
merge with and into Hampton Roads Bankshares. Under the terms of
the merger agreement, Hampton Roads Bankshares will acquire all of
the outstanding shares of Shore Financial Corporation. Shore
Financial Corporation shareholders will receive either $22 per
share in cash or 1.8 shares of Hampton Roads Bankshares common
stock for each share owned of Shore Financial Corporation. Pursuant
to the terms of the merger agreement, stockholders of Shore
Financial Corporation will have the opportunity to elect to receive
cash, shares of Hampton Roads Bankshares common stock, or a
combination of both subject to the allocation and proration
procedures set forth in the merger agreement which are intended to
ensure that, in the aggregate, no less than 25% and no more than
45% of the total merger consideration will be cash and the
remainder will be Hampton Roads Bankshares common stock. However,
Hampton Roads Bankshares has reserved the right to increase the
cash portion of the consideration up to 50% of the total merger
consideration if Shore Financial shareholders elect to receive less
than 55% of the total consideration in stock. The merger is
anticipated to close in the second quarter of 2008 and is
conditioned upon receiving the requisite regulatory and stockholder
approvals. Pursuant to the terms of the merger agreement, Shore
Financial Corporation will merge with and into Hampton Roads
Bankshares. Subsequent to the completion of the merger, Shore Bank
will maintain its competitive distinction and brand by operating as
a subsidiary of Hampton Roads Bankshares. Scott C. Harvard will
continue to serve as President and Chief Executive Officer of Shore
Bank and as an Executive Vice President of Hampton Roads
Bankshares. Shore Financial Corporation, based in Onley, Virginia,
is the holding company for Shore Bank, which serves the Eastern
Shore of Maryland and Virginia through eight full-service banking
facilities and twenty-two ATMS. Through its affiliates, Shore Bank
also offers title insurance and investment products. As of
September 30, 2007, Shore Financial Corporation had total assets of
$269 million, total deposits of $200 million, total loans of $217
million, and total stockholders' equity of $27 million. Jack W.
Gibson, President and Chief Executive Officer of Hampton Roads
Bankshares, stated, "The addition of Shore Bank with Bank of
Hampton Roads under Hampton Roads Bankshares, brings together two
extraordinary banks with excellent reputations, similar
performance-driven cultures, and operating strengths that are
highly complimentary. Both of our organizations share a vision to
grow and be the market leader without compromising profitability.
Shore's talented and well-respected management team will be
instrumental in guiding our growth into this market and helping us
to take advantage of future opportunities throughout the Delmarva
Peninsula." Scott C. Harvard, President and Chief Executive Officer
of Shore Financial Corporation, commented, "We are delighted to be
joining forces with an organization that like Shore Bank, has such
a rich history of serving their customers, communities, employees
and shareholders. That history has led to consistent growth and
profitability for both banking companies. The combined organization
will have depth of talent, expanded services for our customers and
the resources to expand our footprint across new markets." McKinnon
& Company acted as financial advisor to Hampton Roads
Bankshares, Inc. and Williams Mullen served as its legal advisor.
Davenport & Company, LLC acted as financial advisor to Shore
Financial Corporation and LeClairRyan served as its legal advisor.
About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. is a
financial holding company that was formed in 2001 and is
headquartered in Norfolk, Virginia. The Company's primary
subsidiary is Bank of Hampton Roads, which opened for business in
1987. The Bank engages in general community and commercial banking
business, targeting the needs of individuals and small to
medium-sized businesses. Currently, the Bank operates 17 banking
offices in the Hampton Roads region of southeastern Virginia and is
scheduled to open another this year. Shares of Hampton Roads
Bankshares common stock are traded on the NASDAQ Global Select
Market under the symbol HMPR. Additional information about the
Company and its subsidiaries can be found on the Web at
http://www.bankofhamptonroads.com/. About Shore Financial
Corporation Shore Financial Corporation is headquartered on the
Eastern Shore of Virginia. Its stock is traded on the NASDAQ Global
Stock Market under the symbol SHBK. Its banking subsidiary, Shore
Bank, serves the Eastern Shore of Maryland and Virginia through
eight full-service banking facilities, twenty- two ATMs and
twenty-four hour telephone and online banking services. Through
banking subsidiaries and affiliated companies, the bank provides
title insurance and non deposit investment products. For more
information about Shore Financial visit http://www.shorebank.com/.
Information about Hampton Roads Bankshares and Shore Financial
Corporation Hampton Roads Bankshares will file with the Securities
and Exchange Commission a registration statement on Form S-4 to
register the shares of its common stock to be issued to the
shareholders of Shore Financial Corporation in connection with the
proposed transaction. The registration statement will include a
proxy statement/prospectus that will be sent to the shareholders of
Shore Financial Corporation seeking their approval of the proposed
merger. The proxy statement/prospectus will contain important
information about Hampton Roads Bankshares, Shore Financial
Corporation, and the merger and about the persons soliciting
proxies from Shore Financial's shareholders in the merger,
including the officers and directors of Shore Financial, and their
interests in the merger, such as their stock ownership in Shore
Financial. Additional information about Shore Financial's directors
and executive officers is included in Shore Financial's Annual
Report on Form 10-K for the year ended December 31, 2006, which was
filed with the Securities and Exchange Commission and is available
on Shore Financial's website at http://www.shorebank.com/ and at
the Shore Financial address provided below. Hampton Roads
Bankshares and Shore Financial Corporation urge the shareholders of
Shore Financial and other investors to read the registration
statement on Form S-4 and the proxy statement/prospectus included
in the registration statement on Form S-4, and any other relevant
documents to be filed with the SEC in connection with the proposed
transaction, because they will contain important information about
Hampton Roads Bankshares, Shore Financial, and the proposed
transaction. Shareholders and investors may obtain free copies of
the proxy statement/prospectus and other documents related to the
merger, once they are filed with the SEC, through the SEC's website
at http://www.sec.gov/. Free copies of the proxy
statement/prospectus and other relevant documents also may be
obtained by directing a request by telephone or mail to the
following: Hampton Roads Bankshares, Inc. Shore Financial
Corporation 999 Waterside Drive, Suite 200 25020 Shore Parkway
Norfolk, VA 23510 Onley, Virginia 23418 Attention: Jack W. Gibson
Attention: Scott C. Harvard Telephone Number: (757) 217-1000
Telephone Number: (757) 787-1335 Certain statements in this report
may constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that include projections,
predictions, expectations, or beliefs about events or results or
otherwise are not statements of historical facts. Although the
Company believes that its expectations with respect to certain
forward-looking statements are based upon reasonable assumptions
within the bounds of its existing knowledge of its business and
operations, there can be no assurance that actual results,
performance or achievements of the Company will not differ
materially from any future results, performance or achievements
expressed or implied by such forward-looking statements. Actual
future results and trends may differ materially from historical
results or those anticipated depending on a variety of factors. For
an explanation of the risks and uncertainties associated with
forward-looking statements, please refer to the Company's Annual
Report on Form 10-K for the year ended December 31, 2006, and other
reports filed and furnished to the Securities and Exchange
Commission. The Company undertakes no obligation to update any
forward-looking statements made in this press release and 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. DATASOURCE: Shore Financial
Corporation CONTACT: Jack W. Gibson, President and Chief Executive
Officer of Hampton Roads Bankshares, Inc., +1-757-217-1000; Scott
C. Harvard, President and Chief Executive Officer of Shore
Financial Corporation, +1-757-787-1335 Web site:
http://www.shorebank.com/ http://www.bankofhamptonroads.com/
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