Xenith Bankshares, Inc. and Gloucester-Based Colonial Virginia Bank Announce
RICHMOND, Va., March 21, 2014 (GLOBE NEWSWIRE) -- Xenith Bankshares, Inc.
(Nasdaq:XBKS), parent company to Xenith Bank, and Colonial Virginia Bank
("CVB") today announced the signing of a definitive merger agreement, whereby
CVB will be merged with and into Xenith Bank. CVB operates two full-service
branches in the Gloucester, Virginia area and one loan production office in
Yorktown, Virginia. As of June 30, 2013, CVB had the largest share of deposits
in Gloucester County, Virginia according to the Federal Deposit Insurance
Corporation.As of December 31, 2013, CVB reported total assets of $114.9
million, net loans of $71.4 million, total deposits of $99.5 million and
equity of $12.1 million.
"We view this transaction as an opportunity to grow and expand our competitive
position in the Greater Hampton Roads, Virginia region, which is one of our
target markets," said T. Gaylon Layfield, III, President and Chief Executive
Officer of Xenith Bankshares, Inc."We are excited about partnering with
Colonial Virginia Bank to continue building its strong franchise in Gloucester
and expanding its presence on the Peninsula. This acquisition enables us to
continue to leverage the infrastructure we have built over the last several
years, and we believe CVB is an excellent addition as we focus on building a
strong Virginia-based regional bank.We believe this transaction will add
value to our shareholders, as well as to those of CVB."
Layfield continued, "Robert L. Bailey, President and Chief Executive Officer
of CVB, will join Xenith Bank's management team and lead the bank's activities
in the Gloucester area and also in the Peninsula region of Virginia, which
includes Williamsburg, Newport News, and Hampton.Before joining CVB, Mr.
Bailey served for the previous eight years as President of Bank of
Williamsburg/Bay Community Bank, wholly-owned subsidiaries of Union
Bankshares, and subsequently as Regional President of Union Bankshares'
Hampton Roads region after its merger with First Market Bank, creating Union
First Market Bank."
Bailey commented, "The last few years have brought a historic amount of
increased regulation, heightened competition from banks and non-banks, and a
difficult economic environment.Across the country, community banks are
partnering to improve efficiencies in order to overcome these challenges.We
are excited to team with the professionals at Xenith, allowing us to maintain
and enhance our product offerings to the benefit of our shareholders,
customers, and the community."He added, "Together we can build value faster
than we could have independently."
The combined bank would have approximately $795 million in total assets, $608
million in net loans, and $669 million in total deposits, based on reported
amounts as of December 31, 2013.
The merger agreement has been approved unanimously by the Boards of Xenith
Bankshares, Inc. ("Xenith Bankshares"), Xenith Bank, and CVB.CVB shareholders
holding approximately 13% of the outstanding shares of CVB's common stock have
agreed to vote in favor of the merger.Under the terms of the merger
agreement, Xenith Bankshares will acquire 100% of the stock of CVB and CVB
shareholders will be entitled to receive 2.65 shares of Xenith Bankshares
common stock for each share of CVB stock outstanding, subject to certain
limits based on market prices.The transaction is expected to generate over
twenty percent earnings accretion in 2014, excluding deal-related costs,
mid-teens earnings accretion in 2015, and modest tangible book value dilution
is expected to be earned back in less than 18 months.
The merger is expected to close in the second quarter of 2014. The
transaction is subject to certain conditions, including state and federal bank
regulatory approvals, approval by the shareholders of CVB, and other customary
Xenith Bankshares was advised by the investment banking firm of SunTrust
Robinson Humphrey, Inc. and the law firm of Hunton & Williams LLP.CVB was
advised by the investment banking firm of Sandler O'Neill & Partners, L.P. and
the law firm of Williams Mullen.
About Xenith Bankshares, Inc.
Xenith Bankshares is the holding company for Xenith Bank. Xenith Bank is a
full-service, locally-managed commercial bank, specifically targeting the
banking needs of middle market and small businesses, local real estate
developers and investors, private banking clients, and select retail banking
clients. As of December 31, 2013, the company had total assets of $680
million and total deposits of $569 million. Xenith Bank's target markets are
the Greater Washington, DC, Richmond, VA, and the Greater Hampton Roads, VA
metropolitan statistical areas. The company is headquartered in Richmond,
Virginia and currently has six branch locations in Tysons Corner, Richmond,
and Suffolk, Virginia. Xenith Bankshares common stock trades on the NASDAQ
Capital Market under the symbol "XBKS."
For more information about Xenith Bankshares and Xenith Bank, visit the
About Colonial Virginia Bank
CVB's stock is listed for trading on the OTC Markets marketplace under the
symbol "CNVB" (http://www.otcmarkets.com/stock/CNVB/quote). Additional
information regarding CVB's products and services is available on CVB's
website at http://www.colonialvabank.com.
Additional Information about the Merger and Where to Find It
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the
proposed merger, Xenith Bankshares will file with the Securities and Exchange
Commission (the "SEC") a registration statement on form S-4 with respect to
the offering of Xenith Bankshares common stock as the merger consideration
under the Securities Act of 1933, as amended, which will include the proxy
statement of CVB seeking approval of the merger by CVB's shareholders and a
prospectus of Xenith Bankshares. CVB will deliver the proxy
statement/prospectus to its shareholders. In addition, Xenith Bankshares may
file other relevant documents concerning the proposed merger with the
SEC.Investors and security holders are urged to read the registration
statement and proxy statement/prospectus and other relevant documents when
they become available because they will contain important information about
the proposed merger.
Investors and security holders may obtain free copies of these documents
through the website maintained by the SEC at http://www.sec.gov. Security
holders of Xenith Bankshares may also obtain free copies of these documents by
directing a request by telephone or mail to Xenith Bankshares, Inc., One James
Center, 901 E. Cary Street, Suite 1700, Richmond, Virginia 23219 (telephone:
(804) 433-2209) or by accessing these documents at Xenith Bankshares' website:
https://www.xenithbank.com.Security holders of CVB may also obtain free
copies of these documents by directing a request by telephone or mail to
Colonial Virginia Bank, 6702 Sutton Road, P.O. Box 2120, Gloucester, Virginia
23061 (telephone: (804) 695-8089) or by accessing these documents at CVB's
website: http://www.colonialvabank.com.The information on Xenith Bankshares'
and CVB's websites is not, and shall not be deemed to be, a part of this press
release or incorporated into other filings made with the SEC.
CVB and its directors, executive officers and members of management may be
deemed to be participants in the solicitation of proxies from the shareholders
of CVB in connection with the merger. Information about the directors and
executive officers of CVB may be obtained by reading the proxy
statement/prospectus regarding the merger when it becomes available or by
accessing the information on CVB's website: http://www.colonialvabank.com.
Additional information regarding the interests of these participants and
other persons who may be deemed participants in the merger may be obtained by
reading the proxy statement/prospectus regarding the merger when it becomes
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking
statements include, but are not limited to, statements about (i) the benefits
of the proposed merger between Xenith Bank and CVB, (ii) Xenith Bankshares'
and CVB's plans, obligations, expectations and intentions and (iii) other
statements in the press release that are not historical facts. Words such as
"anticipates," "believes," "intends," "should," "expects," "will," and
variations of similar expressions are intended to identify forward-looking
statements. These statements are based on the beliefs of the respective
managements of Xenith Bankshares and CVB as to the expected outcome of future
events and are not guarantees of future performance. These statements involve
certain risks, uncertainties and assumptions that are difficult to predict
with regard to timing, extent, and degree of occurrence. Results and outcomes
may differ materially from what may be expressed or forecasted in
forward-looking statements. Factors that could cause results and outcomes to
differ materially include, among others, the ability to obtain required
regulatory and shareholder approvals; the ability to complete the merger as
expected and within the expected timeframe; the possibility that one or more
of the conditions to the completion of the merger may not be satisfied; any
event that could give rise to a termination of the merger agreement;
disruptions to customer and employee relationships and business operations
caused by the merger; changes in local and national economies, or market
conditions; changes in interest rates; regulations and accounting principles;
changes in policies or guidelines; loan demand and asset quality, including
real estate values and collateral values; deposit flow; the impact of
competition from traditional or new sources; Xenith Bankshares' ability to
achieve the cost savings and synergies contemplated by the merger within the
expected timeframe; and the other factors detailed in Xenith Bankshares'
publicly filed documents, including its Annual Report on Form 10-K for the
year ended December 31, 2013. Xenith Bankshares and CVB assume no obligation
to revise, update, or clarify forward-looking statements to reflect events or
conditions after the date of this press release.
CONTACT: Thomas W. Osgood
Executive Vice President and
Chief Financial Officer, Chief Administrative Officer
Press spacebar to pause and continue. Press esc to stop.