Albemarle First Bank and Premier Community Bankshares, Inc. Announce Extension of Cash/Stock Election Deadline in Connection wi
May 22 2006 - 6:17PM
Business Wire
Albemarle First Bank (NASDAQ: AFBK) and Premier Community
Bankshares, Inc. (NASDAQ: PREM) announced today that the deadline
for Albemarle First Bank shareholders to make an election to
receive cash or shares of Premier Community Bankshares (or a
combination of cash and shares of Premier Community Bankshares
stock), subject to proration, in connection with the pending merger
between Albemarle First Bank and Rockingham Heritage Bank, a
subsidiary of Premier Community Bankshares, has been extended from
5:00 p.m. Eastern Time on Monday, May 22, 2006 to 5:00 p.m. Eastern
Time on Monday, June 19, 2006 (the New Election Deadline). Prior to
the New Election Deadline, Albemarle First Bank shareholders may
submit an Election Form and Letter of Transmittal to the Exchange
Agent, Registrar and Transfer Company, with respect to all shares
then owned. Provided that the Election Form and Letter of
Transmittal, together with their stock certificates or properly
completed notices of guaranteed delivery, are received by the
Exchange Agent in proper form prior to the New Election Deadline,
which is 5:00 p.m. Eastern Time on June 19, 2006, Albemarle First
Bank shareholders may make an election with respect to their
Albemarle First Bank shares regardless of when those shares were
acquired. Shares of Albemarle First Bank will be converted into the
right to receive cash or shares of Premier Community Bankshares
common stock, subject to the election, allocation and proration
procedures set forth in the Merger Agreement. After the New
Election Deadline, Albemarle First Bank shareholders may not change
or revoke their elections and may not withdraw their stock
certificates unless the Merger Agreement is terminated. Albemarle
First Bank shareholders may obtain additional copies of the
Election Form and Letter of Transmittal by contacting the Exchange
Agent, Registrar and Transfer Company, at 1-800-368-5948. Albemarle
First Bank shareholders who previously submitted an Election Form
and Letter of Transmittal to the Exchange Agent with respect to all
of their Albemarle First Bank shares and who have not bought any
additional shares do not need to take any additional action in
connection with the cash/stock election. Special Shareholder
Meeting To Be Held As Scheduled Albemarle First Bank shareholders
are scheduled to vote on the merger at the special meeting of
shareholders to be held on May 25, 2006 at 10:00 a.m. at the Omni
Charlottesville Hotel, 235 West Main Street, Charlottesville,
Virginia, and, if shareholder and regulatory approvals are obtained
as anticipated, the merger is expected to close on or about July 1,
2006. Albemarle First Bank shareholders are encouraged to send in
their proxies as soon as possible for the meeting. Information
about Premier Community Bankshares and Albemarle First Bank Premier
Community Bankshares has filed with the Securities and Exchange
Commission a registration statement on Form S-4/A to register the
shares of Premier's common stock to be issued to the shareholders
of Albemarle First Bank in connection with the proposed
transaction. The registration statement includes a proxy
statement/prospectus that was mailed to the shareholders of
Albemarle First Bank seeking their approval of the proposed merger.
The proxy statement/prospectus contains important information about
Premier, Albemarle First Bank and the merger and about the persons
soliciting proxies from Albemarle First Bank's shareholders in the
merger, including the officers and directors of Albemarle First
Bank, and their interests in the merger, such as their stock
ownership in Albemarle First Bank. Additional information about
Albemarle First Bank's directors and executive officers is included
in Albemarle First Bank's Annual Report on Form 10-KSB for the year
ended December 31, 2005, as amended, which was filed with the Board
of Governors of the Federal Reserve System and is available on
Albemarle First Bank's website at www.albemarlefirstbank.com and at
the Albemarle First Bank address provided below. Premier and
Albemarle First Bank urge the shareholders of Albemarle First Bank
and other investors to read the registration statement on Form
S-4/A and the proxy statement/prospectus included in the
registration statement on Form S-4/A, and any other relevant
documents filed with the SEC in connection with the proposed
transaction, because they contain important information about
Premier, Albemarle First Bank and the proposed transaction.
Shareholders and investors may obtain free copies of the proxy
statement/prospectus and other documents related to the merger,
filed with the SEC, through the SEC's web site at 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: -0- *T Premier Community Bankshares, Inc.
Albemarle First Bank 4095 Valley Pike P.O. Box 7704 Winchester,
Virginia 22602 Charlottesville, Virginia 22906 Attention: Frederick
A. Board, CFO Attention: Thomas M. Boyd, Jr. Telephone Number:
(540) 869-6600 Telephone Number: (434) 973-1664 *T Forward-Looking
Statements This press release contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as
amended. The statements relate to, among other things, the
anticipated closing date of the transaction. These forward-looking
statements are based on current expectations that involve a number
of risks and uncertainties. Actual results may differ materially
from the results expressed in these forward-looking statements.
Factors that might cause such a difference include: the ability of
the companies to obtain the required shareholder or regulatory
approvals for the transaction; the ability of the companies to
consummate the transaction; the ability to successfully integrate
the companies following the transaction; a material adverse change
in the financial condition, results of operations or prospects of
either company; the ability to fully realize the expected cost
savings and revenues or the ability to realize them on a timely
basis; the risk of borrower, depositor and other customer attrition
after the transaction is completed; a change in general business
and economic conditions; changes in the interest rate environment,
deposit flows, loan demand, real estate values, and competition;
changes in accounting principles, policies or guidelines; changes
in legislation and regulation; other economic, competitive,
governmental, regulatory, geopolitical, and technological factors
affecting the companies' operations, pricing, and services; and
other risk factors referred to from time to time in filings made by
Premier with the Securities and Exchange Commission and Albemarle
First Bank with the Board of Governors of the Federal Reserve
System. Premier and Albemarle First Bank undertake no obligation to
update or clarify these forward-looking statements, whether as a
result of new information, future events or otherwise.
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