Xenith Bankshares, Inc. (Formerly First Bankshares, Inc.) Completes Merger with Xenith Corporation
December 22 2009 - 5:04PM
PR Newswire (US)
RICHMOND, Va., Dec. 22 /PRNewswire-FirstCall/ -- First Bankshares,
Inc. (NASDAQ:SUFB) announced today that it has completed its merger
with Xenith Corporation. Under the terms of the merger agreement,
Xenith Corporation was merged with and into First Bankshares
effective December 22, 2009. The combined company will operate as a
one-bank holding company under the name "Xenith Bankshares, Inc."
First Bankshares shareholders who made a valid cash election for
their shares of First Bankshares common stock will receive $9.23 in
cash for approximately 49% of the shares for which they made such
election. Each cash election share that was not converted into the
right to receive $9.23 in cash and each share of First Bankshares
common stock for which a cash election was not made represented one
share of Xenith Bankshares common stock immediately following the
effective time of the merger. Each share of Xenith Corporation
common stock was cancelled and converted automatically into the
right to receive 0.8700 shares of Xenith Bankshares common stock.
The initial board of directors of Xenith Bankshares will consist of
Palmer P. Garson, Brian D. Jones, T. Gaylon Layfield, III, Malcolm
S. McDonald (Chairman), Robert J. Merrick, Scott A. Reed, and Mark
B. Sisisky, who served as directors of Xenith Corporation, and
Larry L. Felton, Peter C. Jackson and James E. Turner, Jr., who
served as directors of First Bankshares. T. Gaylon Layfield III,
the former President and CEO of Xenith Corporation, will continue
in that role for Xenith Bankshares. Darrell G. Swanigan, the former
President and CEO of First Bankshares, will become Executive Vice
President and President of the Hampton Roads Region of Xenith
Bankshares. Xenith Corporation's former Chief Financial Officer and
Chief Administrative Officer, Thomas W. Osgood, will continue in
that role for Xenith Bankshares. Xenith Bankshares is the holding
company for SuffolkFirst Bank, a community bank with three branches
in Suffolk, Virginia. As previously announced, the name of
SuffolkFirst Bank will be changed to Xenith Bank, but it will
continue to do business as SuffolkFirst Bank at its existing
locations in Suffolk. Commencing on December 23, 2009, shares of
Xenith Bankshares common stock will trade on the NASDAQ Capital
Market under the symbol "XBKS." For more information about Xenith
Bankshares and SuffolkFirst Bank, please visit:
http://www.xenithbank.com/. Caution Regarding Forward-Looking
Statements This press release contains forward-looking statements.
These forward-looking statements include, but are not limited to,
statements about Xenith Bankshares' plans, obligations,
expectations and intentions and 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
management of Xenith Bankshares 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, 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; and the other factors detailed in Xenith Bankshares'
publicly filed documents, including its Annual Report or Form 10-K
for the year ended December 31, 2008. Xenith Bankshares assumes 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: T. Gaylon Layfield, III
of Xenith Bankshares, Inc., +1-804-433-2200 Web Site:
http://www.xenithbank.com/
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