First Bankshares, Inc. and Xenith Corporation Announce Preliminary Results of Shareholder Voting to Date and Receipt of Approval
September 25 2009 - 3:57PM
PR Newswire (US)
SUFFOLK, Va. and RICHMOND, Va., Sept. 25 /PRNewswire-FirstCall/ --
First Bankshares, Inc. (Nasdaq: SUFB; "First Bankshares") and
Xenith Corporation previously announced their intention to merge to
form a one-bank holding company operating under the name Xenith
Bankshares, Inc. ("Xenith Bankshares"). First Bankshares announced
that, as of today, it has received proxies from shareholders
holding greater than a majority of First Bankshares' common stock
outstanding on the record date of August 17, 2009, to vote in favor
of the merger and related proposals at First Bankshares' annual
meeting of shareholders scheduled for Tuesday, September 29, 2009
at 3:00 p.m., Eastern Time. Xenith Corporation also announced that,
as of today, it has received proxies from shareholders holding
greater than a majority of Xenith Corporation's common stock
outstanding on the record date of August 19, 2009, to vote in favor
of the merger at Xenith Corporation's special meeting of
shareholders scheduled for Tuesday, September 29, 2009 at 10:00
a.m., Eastern Time. The affirmative vote of at least a majority of
both First Bankshares' outstanding common stock and Xenith
Corporation's outstanding common stock is required to approve the
merger. First Bankshares and Xenith Corporation also announced that
today the Virginia State Corporation Commission approved Xenith
Corporation's application to acquire control of First Bankshares
and the application of BankCap Partners Fund I, L.P. for prior
approval of its ownership in the combined company. The merger is
expected to close in the fourth quarter of 2009, but remains
subject to certain other regulatory approvals and customary closing
conditions. It is a condition to the completion of the merger that
the shares of Xenith Bankshares common stock to be issued in the
merger be approved for listing on the NASDAQ Capital Market.
Currently, First Bankshares and Xenith Corporation believe that the
combined company meets all but one of the NASDAQ Capital Market
initial listing requirements. NASDAQ requires that the market value
of the combined company's publicly held shares (excluding shares
held by directors, executive officers and 10% shareholders) be at
least $15 million on the date of NASDAQ approval. As of the close
of business on September 24, 2009, the market value of publicly
held shares of the combined company was $11.7 million. The market
value of publicly held shares of the combined company during the
last 30 trading days has ranged from $11.6 million to $16.2
million. The boards of directors of First Bankshares and Xenith
Corporation continue to unanimously support the merger and believe
that it is in the best interests of both companies and their
respective shareholders. If the combined company does not satisfy
the $15 million threshold and NASDAQ does not approve the listing
of Xenith Bankshares' common stock prior to the respective
shareholder meetings of First Bankshares and Xenith Corporation,
which are both scheduled for September 29, 2009, then both
companies intend to adjourn their respective shareholder meetings
until a later date. During this period of adjournment, First
Bankshares and Xenith Corporation will continue their efforts to
obtain approval from NASDAQ for the listing of Xenith Bankshares'
common stock. However, if NASDAQ approval is not obtained by the
time all other conditions to the completion of the merger have been
satisfied, First Bankshares and Xenith Corporation intend to waive
the closing condition that such shares be listed on NASDAQ. If
First Bankshares and Xenith Corporation adjourn their respective
shareholder meetings, they will provide additional information to
their respective shareholders so that shareholders will have the
opportunity to reconsider their votes regarding the merger and
related proposals in light of the companies' intention to waive the
NASDAQ closing condition. First Bankshares and Xenith Corporation
will also extend the cash election deadline to provide sufficient
time for First Bankshares' shareholders to reconsider their
decisions regarding the opportunity to elect cash in exchange for
some or all of their shares in connection with the merger. If
NASDAQ approval for the listing of Xenith Bankshares' common stock
is not obtained and the shareholders of both companies approve the
merger when their respective shareholder meetings are reconvened,
First Bankshares and Xenith Corporation will waive the related
closing condition and complete the merger after all other necessary
regulatory approvals and closing conditions have been satisfied.
Following the completion of the merger, the combined company will
continue its efforts to obtain a listing of its shares on the
NASDAQ Capital Market. For more information about Xenith
Corporation, please visit: http://www.xenithbank.com/. For more
information about First Bankshares and its subsidiary, SuffolkFirst
Bank, please visit: http://www.suffolkfirstbanks.com/. Additional
Information About the Merger and Where to Find It In connection
with the proposed merger, First Bankshares filed with the
Securities and Exchange Commission (the "SEC") a definitive joint
proxy statement which was sent on or about August 31, 2009 to the
shareholders of First Bankshares and Xenith Corporation seeking
their approval of the merger. In addition, First Bankshares may
file other relevant documents concerning the proposed merger with
the SEC. Security holders are urged to read the definitive joint
proxy statement and other relevant documents when they become
available because they will contain important information about the
proposed merger. Security holders of First Bankshares may obtain
free copies of these documents through the website maintained by
the SEC at http://www.sec.gov/. Security holders of First
Bankshares may also obtain free copies of these documents by
directing a request by telephone or mail to First Bankshares, Inc.,
P.O. Box 1340, Suffolk, Virginia 23439 (telephone: (757) 934-8200)
or by accessing these documents at First Bankshares' website:
http://www.suffolkfirstbanks.com/ under "Investor Relations/SEC
Filings/Documents". Security holders of Xenith Corporation may also
obtain free copies of these documents by directing a request by
telephone or mail to Xenith Corporation, One James Center, 901 E.
Cary Street, Suite 1700, Richmond, Virginia 23219 (telephone: (804)
433-2200). The information on First Bankshares' website is not, and
shall not be deemed to be, a part of this release or incorporated
into other filings made with the SEC. First Bankshares and Xenith
Corporation and certain of their respective directors, executive
officers and members of management may be deemed to be participants
in the solicitation of proxies from the shareholders of First
Bankshares and/or Xenith Corporation in connection with the merger.
Information about the directors and executive officers of First
Bankshares and Xenith Corporation is set forth in the definitive
joint proxy statement. 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
definitive joint proxy statement. 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 merger between First
Bankshares and Xenith Corporation, (ii) First Bankshares' and
Xenith Corporation'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 First Bankshares and Xenith Corporation 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 flows; the impact of
competition from traditional or new sources; and the other factors
detailed in First Bankshares' publicly filed documents, including
its Annual Report on Form 10-K for the year ended December 31,
2008. First Bankshares and Xenith Corporation assume no obligation
to revise, update, or clarify forward-looking statements to reflect
events or conditions after the date of this release. DATASOURCE:
First Bankshares, Inc. CONTACT: Darrell G. Swanigan of First
Bankshares, Inc., +1-757-934-8200 Web Site:
http://www.suffolkfirstbanks.com/
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