WashingtonFirst Completes Merger with Alliance Bankshares Corporation

  WashingtonFirst Completes Merger with Alliance Bankshares Corporation

Business Wire

RESTON, Va. & CHANTILLY, Va. -- December 21, 2012

WashingtonFirst Bankshares, Inc. (OTCBB: WFBI) and Alliance Bankshares
Corporation (NASDAQ: ABVA) jointly announce the consummation of the merger of
Alliance into WashingtonFirst, with WashingtonFirst as the surviving company.

“We are excited to welcome the Alliance customers and stockholders into the
WashingtonFirst family,” said Shaza Andersen, Chief Executive Officer of
WashingtonFirst. “This merger is an important strategic step toward our goal
of expanding our presence in the Washington metropolitan area. With fifteen
branches and over $1 billion in assets, we look forward to an exciting future
as we enhance the banking experience for our clients and shareholders.”

Donald W. Fisher, Ph.D, Chairman of the Board of Directors of Alliance,
stated, “Merging with WashingtonFirst Bankshares is a very positive outcome
for all Alliance stakeholders – employees, customers and shareholders. Joining
together the resources of our respective organizations results in a community
banking organization which is very well positioned for growth and success in
the future.” Dr. Fisher is one of three Alliance directors who will be joining
the Board of WashingtonFirst.

On Monday, December 24, 2012, the shares of common stock of WashingtonFirst
Bankshares, Inc. will become listed for trading on The NASDAQ Stock Market
under the symbol “WFBI.”

As previously announced, in the merger, shareholders of Alliance will receive,
at their election, either 0.4435 shares of WashingtonFirst common stock or
cash in the amount of $5.30 for each share of Alliance common stock owned,
provided that cash elections are limited to 20% of all of the shares of
Alliance common stock outstanding. Because the holders of Alliance common
stock collectively elected to receive cash for more than 20% of the Alliance
common stock outstanding, the cash elections will be subject to proration in
accordance with the terms of the Agreement and Plan of Reorganization, dated
as of May3, 2012, by and between WashingtonFirst, Alliance and Alliance Bank
Corporation, as amended. No downward adjustment in the merger consideration
was required under the terms of the reorganization agreement.

Broadridge Corporate Issuer Solutions, Inc., the exchange agent for the
merger, will be sending out a letter of transmittal and instructions to
Alliance shareholders who hold certificates in the next several days providing
specific actions shareholders of record will need to take to surrender their
shares for payment. Alliance’s shareholders of record should wait until they
receive the letter of transmittal before surrendering their share
certificates. Shares of Alliance common stock represented by book-entry form
will be automatically cancelled and converted into the right to receive the
merger consideration without any further action of such shareholders.

In connection with the merger, WashingtonFirst raised approximately $27.1
million in new equity capital from individuals and institutional investors.
Those investors agreed to purchase fixed dollar amounts of WashingtonFirst
capital stock based on a pro forma preliminary tangible book value of $11.40
per share immediately prior to the consummation of the merger, as calculated
in the investment agreements. The final number of shares to be issued to the
investors is subject to post-closing adjustment of the tangible book value
calculation.

About WashingtonFirst Bankshares:

WashingtonFirst Bankshares, Inc. is headquartered in Reston, Virginia and is
the holding company for WashingtonFirst Bank, which commenced operations in
2004. WashingtonFirst Bank, which focuses on providing quality, tailored
services to its customers, conducts a full service commercial banking
operation through ten offices, with four located in Northern Virginia, three
in Maryland and three in the District of Columbia. The merger with Alliance
adds five new offices located in Northern Virginia. For more information about
WFBI, please visit: www.wfbi.com.

Cautionary Statements About Forward-Looking Information

This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including statements of
the goals, intentions, and expectations of WashingtonFirst and Alliance as to
future trends, plans, events, results of operations and general economic
conditions. These forward-looking statements include, but are not limited to,
statements about the process for receipt of the merger consideration. In some
cases, forward-looking statements can be identified by use of words such as
“may,” “will,” “anticipates,” “believes,” “expects,” “plans,” “estimates,”
“potential,” “continue,” “should,” and similar words or phrases. Readers are
cautioned against placing undue reliance on these statements. WashingtonFirst
and Alliance assume no obligation to revise, update, or clarify
forward-looking statements to reflect events or conditions after the date of
this release.

Contact:

WashingtonFirst Bankshares, Inc.
Shaza L. Andersen, 703-840-2420
 
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