United Bankshares on Wednesday announced it will acquire Virginia Commerce Bancorp.
The company issued the following release, in part:
United Bankshares Inc. Chairman and Chief Executive Officer, Richard M. Adams, announced the signing of a definitive merger agreement with Virginia Commerce Bancorp Inc. The acquisition of VCBI will afford United the opportunity to significantly enhance its existing footprint in the Washington, D.C., Metropolitan Statistical Area. Since 1982, United has completed and effectively integrated 28 acquisitions.
A frame from a United presentation partially explains the deal.
VCBI, which is headquartered in Arlington, Va., has $2.8 billion in assets and 28 banking offices, one residential mortgage origination office and one wealth management office. VCBI locations are in the Northern Virginia suburbs of Washington. With the acquisition of VCBI, United's assets will grow to approximately $11.2 billion.
United will acquire 100 percent of the outstanding shares of VCBI in exchange for common shares of United. The exchange ratio will be fixed at 0.5442 of United's shares for each share of VCBI which equates to a deal value of $14 per share, or approximately $490.6 million in the aggregate, based on United's 10-day average closing price of $25.73 as of Jan. 29. The transaction, which has been unanimously approved by both United's and VCBI's Boards of Directors, is expected to close in the third quarter of 2013, pending regulatory approvals and the approval of United's and VCBI's shareholders.
The aggregate consideration of the transaction is approximately $490.6 million based on VCBI's common shares outstanding, plus outstanding options and warrants. The announced price represents a premium of 15 percent over VCBI's closing price on Jan. 29 and 1.82 times VCBI's tangible book value at Dec. 31.
Adams stated, "We are very excited about our merger with VCBI, which creates the leading independent community bank operating throughout the most attractive markets in Northern Virginia and Washington, D.C. VCBI is a well-run banking franchise and will be a great partner for United."
Peter A. Converse, VCBI's president and chief executive officer, said, "We look forward to joining the United team. Our merger creates superior value for our shareholders and will enable us to better serve our customers, employees and communities."
With this acquisition, United will hold the No. 8 deposit market share position in the Washington MSA. United currently has $8.4 billion in assets and 115 full-service offices in Ohio, West Virginia, Virginia, Maryland, Pennsylvania and Washington, D.C.
Keefe, Bruyette & Woods Inc. served as financial advisor and Bowles Rice LLP provided legal counsel to United Bankshares Inc.
Sandler O'Neill + Partners, L.P. served as financial adviser and Troutman Sanders LLP served as legal counsel to Virginia Commerce Bancorp Inc.
See a complete story in Thursday's News and Sentinel.