Hampton Roads Bankshares, Inc. (“HRB”) (Nasdaq:HMPR), the holding
company for The Bank of Hampton Roads, and Xenith Bankshares, Inc.
(“Xenith”) (Nasdaq:XBKS), the holding company for Xenith Bank,
today announced that the Federal Reserve Bank of Richmond, acting
under authority delegated by the Board of Governors of the Federal
Reserve System (the “Federal Reserve”), has granted the federal
bank regulatory approvals necessary for the merger of HRB and
Xenith. The merger was previously approved by the Virginia
State Corporation Commission, and the approval of the Federal
Reserve was the final regulatory approval necessary to consummate
the merger. The merger is expected to close on July 29, 2016,
subject to the approval of the companies’ respective shareholders
at meetings to be held on July 28, 2016, and the satisfaction or
waiver of other customary closing conditions.
Upon the completion of the merger, Xenith will
merge with and into HRB and Xenith Bank will merge with and into
The Bank of Hampton Roads. In connection with the merger and
subject to the approval of HRB shareholders, the combined company
will assume the Xenith Bankshares, Inc. name for the holding
company and the Xenith Bank name for all banking operations.
Headquarters for the combined company will be in Richmond,
Virginia.
About Hampton Roads Bankshares, Inc.
Hampton Roads Bankshares, Inc. is a bank holding
company headquartered in Virginia Beach, Virginia. The
Company’s primary subsidiary is The Bank of Hampton Roads (“BOHR”).
BOHR engages in general community and commercial banking business,
targeting the needs of individuals and small- to medium-sized
businesses in our primary service areas. As of March 31,
2016, total assets were $2.040 billion, total deposits were $1.684
billion and total shareholders’ equity was $293.6 million.
Currently, BOHR operates 17 full-service offices in the Hampton
Roads region of southeastern Virginia, 10 full-service offices
throughout Richmond, Virginia and the Northeastern and Research
Triangle regions of North Carolina that do business as Gateway Bank
and 7 full-service offices on the Eastern Shore of Virginia and in
Maryland and 3 loan production offices in Maryland and Delaware
that do business as Shore Bank. Through various divisions,
BOHR also offers mortgage banking and marine financing.
For more information about Hampton Roads
Bankshares, please visit: www.bankofhamptonroads.com.
About Xenith Bankshares, Inc.
Xenith Bankshares, Inc. 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 March 31, 2016 the company had total assets of
$1.02 billion, total deposits of $872.3 million, and total
shareholders’ equity of $105.5 million. Xenith Bank's target
markets are Greater Washington, D.C., Richmond, Virginia, and
Greater Hampton Roads, Virginia metropolitan statistical
areas. The company is headquartered in Richmond, Virginia and
currently has eight branch locations in Herndon, Richmond, Suffolk
and Gloucester, Virginia, and one loan production office in Newport
News, Virginia.
For more information about Xenith
Bankshares, please visit: www.xenithbank.com.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 giving HRB’s and Xenith’s expectations or
predictions of future financial or business performance or
conditions. Forward-looking statements are typically identified by
words such as “believe,” “expect,” “anticipate,” “intend,”
“target,” “estimate,” “continue,” “positions,” “prospects” or
“potential,” by future conditional verbs such as “will,” “would,”
“should,” “could” or “may”, or by variations of such words or by
similar expressions. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties which change over
time. Forward-looking statements speak only as of the date they are
made and we assume no duty to update forward-looking
statements.
In addition to factors previously disclosed in
HRB’s and Xenith’s public filings with the Securities and Exchange
Commission (the “SEC”), including those outlined under “Risk
Factors” in HRB’s registration statement on Form S-4 (Registration
Statement No: 333-210643), which includes a joint proxy statement
of Xenith and HRB and a prospectus of HRB, and those identified
elsewhere in this press release, the following factors, among
others, could cause actual results to differ materially from
forward-looking statements and historical performance: ability to
satisfy closing conditions to the merger, including approval of the
proposed transaction by HRB and Xenith shareholders, on the
expected terms and schedule; delay in closing the merger;
difficulties and delays in integrating the HRB and Xenith
businesses or fully realizing cost savings and other benefits of
the proposed transaction; business disruption following the
proposed transaction; changes in asset quality and credit risk; the
inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer borrowing,
repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; HRB’s and Xenith’s
businesses experiencing disruptions due to transaction-related
uncertainty or other factors making it more difficult to maintain
relationships with employees, customers, other business partners or
governmental entities; the inability to realize cost savings or
revenues or to implement integration plans and other consequences
associated with mergers, acquisitions and divestitures; economic
conditions; the inability to realize deferred tax assets within
expected time frames or at all; and the impact, extent and timing
of technological changes, capital management activities, and other
actions of the Federal Reserve Board and legislative and regulatory
actions and reforms.
Additional Information About the Proposed
Transaction and Where to Find It
Investors and security holders are urged to
carefully review and consider each of HRB’s and Xenith’s public
filings with the Securities and Exchange Commission (the “SEC”),
including but not limited to their Annual Reports on Form 10-K,
their proxy statements, their Current Reports on Form 8-K and their
Quarterly Reports on Form 10-Q. The documents filed by HRB with the
SEC may be obtained free of charge at HRB’s website at
www.bankofhamptonroads.com or at the SEC’s website at
www.sec.gov. These documents may also be obtained free of charge
from HRB by requesting them in writing to Hampton Roads Bankshares,
Inc., 641 Lynnhaven Parkway, Virginia Beach, Virginia 23452, or by
telephone at (757) 217-1000.
The documents filed by Xenith with the SEC may be
obtained free of charge at Xenith’s website at
www.xenithbank.com or at the SEC’s website at www.sec.gov.
These documents may also be obtained free of charge from Xenith by
requesting them in writing to Xenith Bankshares, Inc., One James
Center, 901 E. Cary Street, Suite 1700, Richmond, Virginia 23219,
Attention: Thomas W. Osgood, or by telephone at (804) 433-2209.
In connection with the proposed transaction, HRB
filed a registration statement on Form S-4 with the SEC
(Registration Statement No: 333-210643) which includes a joint
proxy statement of Xenith and HRB and a prospectus of HRB, and each
party will file other documents regarding the proposed transaction
with the SEC. Before making any voting or investment
decision, investors and security holders of Xenith and HRB are
urged to carefully read the
entire registration statement and joint proxy
statement/prospectus, as well as any amendments or supplements to
these documents and any other relevant documents filed with the
SEC, because they will contain important information about the
proposed transaction. The definitive joint proxy
statement/prospectus has been sent to the shareholders of each
institution seeking the required shareholder approvals. Investors
and security holders may also obtain the registration statement and
the joint proxy statement/prospectus free of charge from the SEC’s
website or from HRB or Xenith as described in the paragraphs
above.
HRB, Xenith, and certain of their directors and
executive officers may be deemed participants in the solicitation
of proxies from HRB and Xenith shareholders in connection with the
proposed transaction. Information about the directors and executive
officers of HRB and their ownership of HRB common stock is set
forth in the definitive joint proxy statement/prospectus filed with
the SEC on July 1, 2016. Free copies of these documents may be
obtained as described in the paragraphs above.
Contacts:
Charles M. Johnston of Hampton Roads Bankshares, Inc., (757) 217-1000
Thomas W. Osgood of Xenith Bankshares, Inc., (804) 433-2209
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