United Bankshares, Inc. (“United”) (NASDAQ: UBSI) shareholders
approved the acquisition of Cardinal Financial Corporation
(“Cardinal”) (NASDAQ: CFNL) during a special shareholder meeting on
April 7, 2017. Shareholder approval followed regulatory approval by
the Board of Governors of the Federal Reserve System and the
Virginia Bureau of Financial Institutions. The companies expect to
complete the transaction on April 21, 2017.
“We are extremely pleased with the overwhelmingly positive
response from our shareholders to move forward with the merger,”
stated United Chairman and Chief Executive Officer, Richard M.
Adams. “Cardinal and United share a deep commitment to the
customers and communities they serve. Our shareholders, customers
and the Greater Washington area will benefit greatly from the
enhanced presence and capabilities of the combined entities.”
Cardinal, with $4.2 billion in assets, provides banking services
through its subsidiary bank, Cardinal Bank, which has a network of
30 branches throughout Virginia, Maryland and Washington, D.C. In
addition, Cardinal operates George Mason Mortgage, LLC, a
residential mortgage lending subsidiary, and Cardinal Wealth
Services, Inc., a wealth management services subsidiary.
Cardinal Bank will merge into United Bank, United’s Virginia
chartered bank, the largest community bank headquartered in the
D.C. metro area. Upon completion of the merger, United Bank will
have assets of approximately $14 billion and will continue to have
the # 1 deposit market share among community banks in the
Washington, D.C. Metropolitan Statistical Area.
Upon completion of the merger, United Bankshares’ assets will
grow to over $19 billion with a projected market capitalization of
approximately $4.5 billion based on the closing price on December
31, 2016. Based upon this projected market capitalization, United
would be the 37th largest banking company in the country.
Currently, United has $14.5 billion in assets and 128
full-service offices in Washington, D.C., Virginia, Maryland, Ohio,
Pennsylvania and West Virginia. In 2016, United Bankshares
increased dividends to shareholders for the 43rd consecutive year.
This is a record only one other major banking company in the nation
has been able to achieve. For more information, visit
www.ubsi-inc.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited
to, statements about (i) the benefits of a merger (the “Merger”)
between Cardinal Financial Corporation (“Cardinal”) and United
Bankshares, Inc. (“United”), including future financial and
operating results, cost savings enhancements to revenue and
accretion to reported earnings that may be realized from the
Merger; (ii) United’s and Cardinal’s plans, objectives,
expectations and intentions and other statements contained in this
press release that are not historical facts; and (iii) other
statements identified by words such as “expects” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,”
“projects,” or words of similar meaning generally intended to
identify forward-looking statements. These forward-looking
statements are based upon the current beliefs and expectations of
the respective managements of United and Cardinal and are
inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
beyond the control of United and Cardinal. In addition, these
forward-looking statements are subject to assumptions with respect
to future business strategies and decisions that are subject to
change. Actual results may differ materially from the anticipated
results discussed in these forward-looking statements because of
possible uncertainties.
The following factors, among others, could cause actual results
to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of United and Cardinal may not be combined successfully,
or such combination may take longer, be more difficult,
time-consuming or costly to accomplish than expected; (2) the
expected growth opportunities or cost savings from the Merger may
not be fully realized or may take longer to realize than expected;
(3) deposit attrition, operating costs, customer losses and
business disruption following the Merger, including adverse effects
on relationships with employees, may be greater than expected; (4)
legislative or regulatory changes, including changes in accounting
standards, may adversely affect the businesses in which United and
Cardinal are engaged; (5) changes in the interest rate environment
may compress margins and adversely affect net interest income; (6)
results may be adversely affected by continued diversification of
assets and adverse changes to credit quality; (7) competition from
other financial services companies in United’s and Cardinal’s
markets could adversely affect operations; and (8) an economic
slowdown could adversely affect credit quality and loan
originations. Additional factors, that could cause actual results
to differ materially from those expressed in the forward-looking
statements are discussed in Cardinal’s and United’s reports (such
as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K) filed with the Securities and Exchange
Commission and available on the SEC’s Internet site
(http://www.sec.gov).
United and Cardinal caution that the foregoing list of factors
is not exclusive. All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters
attributable to United or Cardinal or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statements above. United and Cardinal do not undertake any
obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the
forward-looking statements are made.
Participants in the
Transactions
United, Cardinal and their respective directors, executive
officers and certain other members of management and employees may
be deemed “participants” in the solicitation of proxies from
Cardinal’s shareholders in favor of the merger with United.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of the Cardinal
shareholders in connection with the proposed merger will be set
forth in the proxy statement/prospectus when it is filed with the
SEC.
You can find information about the executive officers and
directors of United in its Annual Report on Form 10-K for the year
ended December 31, 2016 and in its definitive proxy statement filed
with the SEC on April 5, 2017. You can find information about
Cardinal’s executive officers and directors in its Annual Report on
Form 10-K for the year ended December 31, 2016 and in its
definitive proxy statement filed with the SEC on March 24, 2016.
You can obtain free copies of these documents from United or
Cardinal using the contact information above.
Additional Information About the Merger
and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval.
Shareholders of Cardinal and other investors are urged to read
the proxy statement/prospectus that will be included in the
registration statement on Form S-4 that United will file with the
Securities and Exchange Commission in connection with the proposed
merger because it will contain important information about United,
Cardinal, the merger, the persons soliciting proxies in the merger
and their interests in the merger and related matters. Investors
will be able to obtain all documents filed with the SEC by United
free of charge at the SEC’s Internet site (http://www.sec.gov). In
addition, documents filed with the SEC by United will be available
free of charge from the Corporate Secretary of United Bankshares,
Inc., 514 Market Street, Parkersburg, West Virginia 26101 telephone
(304) 424-8800. The proxy statement/prospectus (when it is
available) and the other documents may also be obtained for free by
accessing United’s website at www.ubsi-inc.com under the tab
“Investor Relations” and then under the heading “SEC Filings” or by
accessing Cardinal’s website at www.cardinalbank.com under the tab
“About Us” and then under the heading “Investor Relations”, and
“SEC Filings”. You are urged to read the proxy statement/prospectus
carefully before making a decision concerning the merger.
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version on businesswire.com: http://www.businesswire.com/news/home/20170407005698/en/
United Bankshares, Inc.W. Mark Tatterson, 800-445-1347 ext.
8716Chief Financial Officer
Cardinal (NASDAQ:CFNL)
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