CARDINAL FINANCIAL CORPORATION (NASDAQ:CFNL) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of
Assets.
Effective April21, 2017, Cardinal Financial Corporation (the
Company) completed its previously announced merger (the Merger)
with United Bankshares,Inc. (United), and its wholly-owned
subsidiary, UBV Holding Company, LLC (UBV), to the Agreement and
Plan of Reorganization, dated as of August17, 2016, by and among
the Company, United and UBV (the Merger Agreement). At closing,
the Company merged with and into UBV, with UBV as the surviving
entity. As a result of the Merger, and to the terms and
conditions of the Merger Agreement, each share of the Companys
common stock was converted into the right to receive 0.71 shares
of United common stock (the Merger Consideration).
At the effective time of the Merger, each outstanding stock
option of the Company granted under a Company stock plan, whether
vested or unvested, shall vest and each Company stock option
holder will have the right to receive, in exchange for his or her
Company stock options, options to acquire United common stock,
adjusted based on the 0.71 exchange ratio. Also, at the effective
time of the Merger, each restricted stock award granted under a
Company stock plan that is unvested or contingent and outstanding
immediately prior to the effective time of the Merger shall fully
vest and shall be converted into the right to receive shares of
United common stock based on the 0.71 exchange ratio.
Immediately following the Merger, Cardinal Bank, a wholly owned
subsidiary of the Company, merged with and into the United Bank,
a wholly owned subsidiary of United, with United Bank as the
surviving entity.
The foregoing description of the Merger Agreement and the Merger
does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, which is incorporated
herein by reference as Exhibit2.1.
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Ruleor Standard; Transfer of
Listing.
In connection with the closing of the Merger, the Company
notified the Nasdaq Stock Market (Nasdaq) on April21, 2017 that,
at the effective time of the Merger, each share of the Companys
common stock issued and outstanding immediately prior to such
time, was automatically cancelled and converted into the right to
receive the Merger Consideration. On April21, 2017, the Company
requested Nasdaq to promptly file with the Securities and
Exchange Commission (the SEC) a Notification of Removal from
Listing and/or Registration under Section12(b)of the Securities
Exchange Act of 1934, as amended (the Exchange Act), on Form25 to
delist and deregister the shares of the Companys common stock.
Following the effectiveness of such Form25, the Company intends
to file with the SEC a certification on Form15 under the Exchange
Act requesting that the shares of the Companys common stock be
deregistered and that the Companys reporting obligations under
Sections 13 and 15(d)of the Exchange Act be suspended.
Item 3.03 Material Modification to
Rights of Security Holders.
The disclosure set forth under Items 2.01 and 3.01 is
incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of
Registrant.
On April21, 2017, to the terms of the Merger Agreement, United
completed the acquisition of the Company through the merger of
the Company with and into UBV, with UBV as the surviving
entity. As a result of the Merger, each share of the Companys
common stock issued and outstanding immediately prior to such
time was automatically cancelled and converted into the right
to receive the Merger Consideration. The aggregate amount paid
by United for the Merger Consideration was 23,690,589 shares of
United common stock, which had a value of approximately
$972,498,679 million based on the closing price of United
common stock on April21, 2017.
Item 9.01 Financial Statements and
Exhibits.
(d)Exhibits.
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ExhibitNo. |
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DescriptionofExhibit |
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2.1 |
Agreement and Plan of Reorganization, dated as of |
About CARDINAL FINANCIAL CORPORATION (NASDAQ:CFNL)
Cardinal Financial Corporation is a financial holding company. The Company owns Cardinal Bank (the Bank), a Virginia state-chartered community bank. The Bank operates in three business segments: commercial banking, mortgage banking and wealth management services. The commercial banking segment includes both commercial and consumer lending and provides customers such products as commercial loans, real estate loans, and other business financing and consumer loans. In addition, commercial banking segment provides customers with several choices of deposit products, including demand deposit accounts, savings accounts and certificates of deposit. The mortgage banking segment is engaged in the origination and acquisition of residential mortgages for sale into the secondary market. The wealth management services segment provides investment and financial advisory services to businesses and individuals, including financial planning, retirement/estate planning and investment management. CARDINAL FINANCIAL CORPORATION (NASDAQ:CFNL) Recent Trading Information
CARDINAL FINANCIAL CORPORATION (NASDAQ:CFNL) closed its last trading session at 29.04 with 5,925,903 shares trading hands.
