Eastern Virginia Bankshares, Inc. (NASDAQ: EVBS; “Eastern Virginia”) and
First Capital Bancorp, Inc. (NASDAQ: FCVA; “First Capital”) today
announced the signing of a merger agreement that will result in a
strategic alliance between the two banks and will build on each other’s
strengths, increase service to customers and pave the way for future
growth. Under the agreement, First Capital common stockholders will
receive 0.98 shares of Eastern Virginia for each of their shares in
First Capital, valued at approximately $27 million as of the close of
business on April 2, 2009.
Eastern Virginia, the parent company for EVB, with over $1.09 billion in
assets, operates 25 branches throughout the Northern Neck, Middle
Peninsula and Central Virginia. First Capital, at over $460 million in
assets, has seven branches in the greater Richmond market. Upon
completion of the transaction, the combined bank will have the second
largest market share of any community bank in the Richmond area and will
be one of the ten largest community banks headquartered in Virginia. The
name of the holding company and the bank will be determined at a later
date. The bank’s headquarters will be located in the greater Richmond
area and the company’s operations center will be located in Tappahannock.
“This alliance is unusual in this environment, in that it combines two
solid, healthy banks to make an even stronger financial services
provider,” said Joe A. Shearin, president and CEO of Eastern Virginia.
“EVB and First Capital Bank have complementary strengths, and we fully
intend to take advantage of these to provide expanded products and
services for our customers and the communities in which we operate.”
Shearin will remain president and CEO of Eastern Virginia. John M.
Presley, currently managing director and CEO of First Capital, will
become managing director and CFO of Eastern Virginia. W. Rand Cook will
remain chairman of the board of Eastern Virginia and Grant S. Grayson,
First Capital’s current chairman, will become vice chairman of the board
of Eastern Virginia. Robert G. Watts, Jr. will serve as president and
CEO of the combined bank while Joseph H. James, Jr. will serve as its
COO. Watts currently serves as president and CEO of First Capital Bank
while James is currently the COO of EVB.
“Both companies’ leadership teams are enthusiastic about this
combination,” said Shearin. “The combined management team has the
experience and ability to facilitate growth in a difficult environment.”
EVB and First Capital Bank markets already have moved closer together as
communities have expanded between the two headquarters. The combined
footprint provides 32 branches and more than 350 employees throughout
Eastern and Central Virginia with limited branch overlap.
“Our increased size will enable us to increase our capabilities,” said
Watts. “We’ll be well positioned to be a significant bank for the small
business market and will retain our highly successful consumer products
such as the Reward Checking program offered by EVB.”
The pro forma company will have approximately $1.5 billion in combined
assets, approximately $1.2 billion in deposits, and will be well
capitalized in order to take advantage of future growth opportunities.
It is anticipated that this transaction will be accretive to 2010
earnings per share.
Keefe, Bruyette and Woods, Inc. acted as financial advisor to Eastern
Virginia and Williams Mullen acted as its legal advisor in the
transaction. Burke Capital Group a division of Morgan Keegan, and
Davenport & Company LLC, acted as financial advisors to First Capital
and Cantor Arkema P.C. acted as its legal advisor.
The companies expect to complete the transaction by year end, subject to
shareholder and regulatory approvals.
“In the midst of this challenging economy, we’re taking the offense when
others are playing defense,” Presley said. “This positions us well for
long-term growth. We intend, over time, to add significantly to the
employment base within our bank’s footprint. This alliance is a positive
for our customers and our community.”
About Eastern Virginia Bankshares
Eastern Virginia Bankshares, the parent company for EVB, operates 25
retail branches located in the counties of Caroline, Essex, Gloucester,
Hanover, Henrico, King William, Lancaster, Middlesex, New Kent,
Northumberland, Southampton, Surry and Sussex and the City of Colonial
Heights. The Company’s stock trades on the NASDAQ Global Market System
under the symbol EVBS.
About First Capital Bancorp
Founded in 1998, First Capital Bancorp, Inc. has approximately $460
million in assets and its wholly-owned subsidiary First Capital Bank
operates seven full-service branches through the greater Richmond
metropolitan area. The Company’s stock trades on the NASDAQ Global
Market System under the symbol FCVA.
Caution Regarding Forward-Looking Statements
Certain statements made in this release may be considered
forward-looking statements. Such statements speak only as of the date of
this release and are based on current expectations and involve a number
of assumptions. These include statements as to the anticipated benefits
of the merger, including future financial and operating results that may
be realized from the merger as well as other statements of expectations
regarding the merger and any other statements regarding future results
or expectations. Eastern Virginia and First Capital intends such
forward-looking statements to be covered by the safe harbor provisions
for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and is including this statement for
purposes of these safe harbor provisions. Eastern Virginia and First
Capital's ability to predict results, or the actual effects of future
plans or strategies, is inherently uncertain. Factors which could have a
material effect on the operations and future prospects of Eastern
Virginia and First Capital and the resulting company include but are not
limited to: (1) the businesses of acquired companies may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected revenue synergies
and cost savings from acquisitions may not be fully realized or realized
within the expected timeframe; (3) revenues following acquisitions may
be lower than expected; (4) customer and employee relationships and
business operations may be disrupted by acquisitions; (5) the ability to
obtain required regulatory and shareholder approvals, and the ability to
complete acquisitions on the expected timeframe may be more difficult,
time-consuming or costly than expected; (6) changes in interest rates,
general economic conditions, monetary and fiscal policies of the U. S.
government (including policies of the U. S. Treasury and the Federal
Reserve Board), the quality and composition of the loan and securities
portfolios, demand for loan products, deposit flows, competition, demand
for financial services in its market areas, laws and regulations, and
accounting principles, policies and guidelines; and (7) other risk
factors detailed from time to time in filings made by Eastern Virginia
and First Capital with the SEC. Eastern Virginia and First Capital
undertakes no obligation to update or clarify these forward-looking
statements, whether as a result of new information, future events or
otherwise.
This release shall not constitute an offer to sell or the solicitation
of an offer to buy securities in any jurisdiction in which such
solicitation would be unlawful.
Important Merger Information
Eastern Virginia will file with the Securities and Exchange Commission a
registration statement on Form S-4 to register the shares of its common
stock to be issued to the shareholders of First Capital in connection
with the proposed transaction. The registration statement will include a
joint proxy statement/prospectus that will be sent to the shareholders
of Eastern Virginia and First Capital seeking their approval of the
proposed merger. The joint proxy statement/prospectus will contain
important information about Eastern Virginia, First Capital, and the
merger and about the persons soliciting proxies from shareholders in the
merger, including the officers and directors of Eastern Virginia and
First Capital, and their interests in the merger, such as their stock
ownership in First Capital.
Additional information about First Capital’s directors and executive
officers is included in First Capital’s Annual Report on Form 10-K for
the year ended December 31, 2008, which was filed with the Securities
and Exchange Commission and is available on First Capital’s website at www.1capitalbank.com
and at the First Capital address provided below.
Additional information about Eastern Virginia’s directors and executive
officers is included in Eastern Virginia’s Annual Report on Form 10-K
for the year ended December 31, 2008, which was filed with the
Securities and Exchange Commission and is available on Eastern
Virginia’s website at www.evb.com
and at the Eastern Virginia address provided below.
Eastern Virginia and First Capital urge their shareholders and other
investors to read the registration statement on Form S-4 and the joint
proxy statement/prospectus included in the registration statement on
Form S-4, and any other relevant documents to be filed with the SEC in
connection with the proposed transaction, because they will contain
important information about Eastern Virginia, First Capital, and the
proposed transaction.
Shareholders and investors may obtain free copies of the joint proxy
statement/prospectus and other documents related to the merger, once
they are filed with the SEC, through the SEC’s website at www.sec.gov.
Free copies of the proxy statement/prospectus and other relevant
documents also may be obtained by directing a request by telephone or
mail to the following:
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Eastern Virginia Bankshares, Inc.
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First Capital Bancorp, Inc.
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330 Hospital Road
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4222 Cox Road, Suite 200
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Tappahannock, VA 22560
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Glen Allen, VA 23060
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Attention: Cheryl Wood
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Attention: John Presley
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Telephone Number: (804) 443-8422
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Telephone Number: (804) 273-1254
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Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5932885〈en
Eastern Virginia Bankshares
Joe Shearin, President & CEO
804-443-8450/804-370-4806
(wireless)
or
First Capital Bancorp
John Presley,
Managing Director & CEO
804-273-1254/804-678-9894 (wireless)