Hampton Roads based TowneBank (Nasdaq: TOWN) and Farmers
Bankshares, Inc. (OTCPK: FBVA), the parent company of Farmers Bank,
Windsor, Virginia, announced today that they expect to complete
their merger in early January 2023 as originally scheduled. The
parties have received all required regulatory approvals, and the
merger received the approval of Farmers Bankshares’ shareholders,
with more than 85% of the outstanding shares voting for the merger,
at its special meeting of shareholders held on December 14, 2022.
The merger will solidify TowneBank’s number one
market share in the Virginia Beach-Norfolk-Newport News MSA, adding
Isle of Wight and Southampton counties to the bank’s service area
while expanding Towne Insurance Agency’s market base.
The closing of the merger remains subject to the
terms and conditions of the definitive merger agreement that the
parties signed in August 2022, including customary closing
conditions in addition to the regulatory and shareholder
approvals.
About TowneBank:Founded in 1999, TowneBank is a
company built on relationships, offering a full range of banking
and other financial services, with a focus of serving others and
enriching lives. Dedicated to a culture of caring, TowneBank values
all employees and members by embracing their diverse talents,
perspectives, and experiences.
Today, TowneBank operates over 40 banking
offices throughout Hampton Roads and Central Virginia, as well as
Northeastern and Central North Carolina – serving as a local leader
in promoting the social, cultural, and economic growth in each
community. TowneBank offers a competitive array of business and
personal banking solutions, delivered with only the highest ethical
standards. Experienced local bankers providing a higher level of
expertise and personal attention with local decision-making are key
to the TowneBank strategy. TowneBank has grown its capabilities
beyond banking to provide expertise through its controlled
divisions and subsidiaries that include Towne Wealth Management,
Towne Insurance Agency, Towne Benefits, TowneBank Mortgage,
TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices
Towne Realty, Towne 1031 Exchange, LLC, and Towne Vacations. With
total assets of $15.95 billion as of September 30, 2022, TowneBank
is one of the largest banks headquartered in Virginia.
About Farmers Bankhsares,
Inc.:Headquartered in Windsor, Virginia, Farmers
Bankshares, Inc. is the holding company for Farmers Bank, Windsor,
Virginia. Farmers Bank was founded in 1919 and is a community bank
which operates eight branches and services areas throughout
Tidewater, Virginia. Farmers Bankshares, Inc. had total assets of
$577.8 million as of September 30, 2022.
Media Contact:G. Robert Aston,
Jr., Executive Chairman, TowneBank, 757-638-6780Vernon M. Towler,
Chief Executive Officer, Farmers Bankshares, Inc., 757-242-9312
Investor Contact:William B.
Littreal, Chief Financial Officer, TowneBank, 757-638-6813
Cautionary Note Regarding
Forward-Looking Statements
This press release contains certain
forward-looking statements as defined by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are not
historical facts, but instead represent only the beliefs,
expectations, or opinions of TowneBank and Farmers and their
respective management teams regarding future events, many of which,
by their nature, are inherently uncertain and beyond the control of
TowneBank and Farmers. Forward-looking statements may be identified
by the use of such words as: “believe,” “expect,” “anticipate,”
“intend,” “plan,” “estimate,” or words of similar meaning, or
future or conditional terms, such as “will,” “would,” “should,”
“could,” “may,” “likely,” “probably,” or “possibly.” These
statements may address issues that involve significant risks,
uncertainties, estimates, and assumptions made by management,
including statements about (i) the benefits of the merger,
including future financial and operating results, cost savings,
enhancements to revenue and accretion to reported earnings that may
be realized from the merger and (ii) TowneBank’s and Farmers’
plans, objectives, expectations and intentions and other statements
contained in the presentation that are not historical facts. In
addition, these forward-looking statements are subject to various
risks, uncertainties and assumptions with respect to future
business strategies and decisions that are subject to change and
difficult to predict with regard to timing, extent, likelihood and
degree of occurrence. As a result, 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 business of Farmers and Farmers Bank may not be successfully
integrated into TowneBank, or such integration 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 and
customers, may be greater than expected; (4) economic, legislative
or regulatory changes, including changes in accounting standards,
may adversely affect the businesses in which TowneBank and Farmers
are engaged; (5) unusual and infrequently occurring events, such as
weather-related disasters, terrorist acts or public health events
(such as the COVID-19 pandemic); (6) competitive pressures in the
banking industry that may increase significantly; (7) changes in
the interest rate environment that may reduce margins and/or the
volumes and values of loans made or held as well as the value of
other financial assets held; (8) changes in the credit worthiness
of customers and the possible impairment of the collectability of
loans; (9) general economic conditions, either nationally or
regionally, that may be less favorable than expected, resulting in,
among other things, a deterioration in credit quality and/or a
reduced demand for credit or other services; (10) cybersecurity
threats or attacks, the implementation of new technologies, and the
ability to develop and maintain reliable electronic systems; (11)
competitors may have greater financial resources and develop
products that enable them to compete more successfully; (12)
changes in business conditions; (13) changes in the securities
market; and (14) changes in the local economies with regard to
TowneBank’s and Farmers’ respective market areas.
Additional factors that could cause actual
results to differ materially from those expressed in the
forward-looking statements are discussed in TowneBank’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 FDIC and
available on the Securities Exchange Act Filing website maintained
by the FDIC at https://efr.fdic.gov/fcxweb/efr/index.html.
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