CARDINAL FINANCIAL CORPORATION (NASDAQ:CFNL) Files An 8-K Other Events

CARDINAL FINANCIAL CORPORATION (NASDAQ:CFNL) Files An 8-K Other Events

Item 8.01 Other Events.

On March14, 2017, Cardinal Financial Corporation, a Virginia
corporation (Cardinal), reached an agreement with plaintiffs to
resolve certain litigation initiated in response to the
announcement of the Agreement and Plan of Reorganization (the
Merger Agreement), dated August17, 2016, by and among Cardinal,
United Bankshares,Inc., a West Virginia corporation (United
Bankshares), and UBV Holding Company, LLC, a Virginia limited
liability company and wholly-owned subsidiary of United
Bankshares (UBV). to the Merger Agreement, Cardinal will merge
with and into UBV (the Merger), at which time Cardinal will cease
to exist and UBV will survive and continue to exist as a Virginia
limited liability company.

As described in the prospectus and joint proxy statement of
Cardinal and United Bankshares, dated February13, 2017 (the Proxy
Statement), on December20, 2016, Henry Kwong, individually and
purportedly on behalf of all other Cardinal shareholders, filed a
putative class action complaint in the U.S. District Court for
the Eastern District of Virginia, Alexandria Division (Case
No.1:16-cv-01582-TSE-MSN), challenging the Merger. On January11,
2017, a separate putative class action complaint was filed by
Kyle Miller, individually and purportedly on behalf of all other
Cardinal shareholders, in the same court (Case
No.1:17-cv-00044-TSE-MSN). By Order dated January27, 2017, these
actions were consolidated for all purposes and merged, and, on
February14, 2017, the plaintiffs filed a consolidated amended
complaint. The plaintiffs generally claim that Cardinal and the
Cardinal directors violated federal securities laws by filing
with the Securities and Exchange Commission (the SEC) a
materially false and misleading prospectus and joint proxy
statement. The complaints seek, among other things, an order
enjoining the parties from proceeding with or consummating the
Merger, as well as other equitable relief or money damages in the
event that the transaction is completed.

In exchange for the plaintiffs voluntarily dismissing their
lawsuit, Cardinal has agreed to make additional information about
the Merger available to its shareholders. The additional
information is contained below in this Current Report on Form8-K
(the Current Report). The additional information should be read
in conjunction with the Proxy Statement, which should be read in
its entirety.

The resolution of the litigation will not affect the
consideration to be paid by United Bankshares to Cardinal
shareholders in connection with the Merger, or the timing of the
respective special meetings of Cardinal shareholders and United
Bankshares shareholders.

Cardinal denies each of the allegations in the lawsuit and
believes the prior disclosures in the Proxy Statement are
accurate and complete in all materials respects, and that no
further disclosure is required under applicable law. However, to
avoid the risk that the lawsuit may delay or otherwise adversely
affect the consummation of the Merger, and to minimize the
expense and burden of defending such action, Cardinal has agreed
to make certain supplemental disclosures related to the proposed
Merger, all of which are set forth below. Nothing in this Current
Report shall be deemed an admission of the legal necessity or
materiality under applicable law of any of the disclosures set
forth herein.

Independent and unrelated to the litigation, Cardinal and United
Bankshares clarify the disclosure on page114 relating to the
receipt of regulatory approvals as set forth below.

SUPPLEMENT TO THE PROXY STATEMENT

The following information supplements the Proxy Statement and
should be read in conjunction with the Proxy Statement, which
should be read in its entirety. All pagereferences in the
information below are to pagesin the Proxy Statement, and terms
used in this Current Report have the meanings set forth in the
Proxy Statement, unless otherwise defined herein.

The following disclosure replaces the second sentence in
the first full paragraph of page75:

The Cardinal Peer Group consisted of publicly-traded holding
companies, banks and thrifts headquartered in Delaware,
Washington, DC, Maryland and Virginia with total assets between
$2.0 billion and $10.0 billion, excluding certain companies as
described below. Xenith Bankshares,Inc. was excluded from the
Cardinal Peer Group because it was the subject of an announced
merger transaction. The Bancorp,Inc. was excluded from the
Cardinal Peer Group because Sandler ONeill determined that it
was not comparable due to its unique business model.

The following disclosure is inserted prior to the final
sentence of the second full paragraph on page77:

The table below sets forth the transaction metrics for each of
the Precedent Transactions analyzed by Sandler ONeill.

Precedent Transactions:

Transaction

TransactionPrice/

Core Deposit

1-Day Market

1-Month Market

Buyer

Target

Announcement Date

Value ($mm)

LTMEPS (x)

Est.EPS (x)

TBV/Share (%)

Premium (%)

Premium (%)

Premium (%)

F.N.B. Corp.

Yadkin Financial Corporation

07/21/16

$

1,476.1

22.2

21.1

17.3

9.7

11.5

First Midwest Bancorp Inc.

Standard Bancshares Inc.

06/28/16

365.0

18.4

6.0

Peoples United Financial Inc.

Suffolk Bancorp

06/27/16

402.3

21.4

20.0

11.7

42.8

30.6

Old National Bancorp

Anchor BanCorp Wisconsin Inc.

01/12/16

443.4

3.2

27.5

4.7

8.1

9.7

Capital Bank Finl Corp

CommunityOne Bancorp

11/23/15

350.2

2.1

32.0

5.2

4.2

6.6

MB Financial Inc.

American Chartered Bancorp Inc

11/22/15

449.0

14.8

11.3

Bank of the Ozarks Inc.

Community Southern Hldgs Inc

10/19/15

799.5

47.4

18.3

Yadkin Financial Corporation

NewBridge Bancorp

10/13/15

452.3

22.6

19.5

13.5

27.5

36.0

BBT Corp.

National Penn Bancshares Inc.

08/17/15

1,815.2

17.7

16.8

15.4

18.2

13.1

F.N.B. Corp.

Metro Bancorp Inc.

08/04/15

473.5

22.7

19.6

9.4

32.1

26.4

PacWest Bancorp

Square 1 Financial Inc.

03/02/15

847.4

23.3

22.2

19.8

(0.7

)

13.3

Sterling Bancorp

Hudson Valley Holding Corp.

11/05/14

538.2

NM

44.0

9.4

18.4

45.8

Banner Corp.

Starbuck Bancshares Inc.

11/05/14

701.6

37.5

7.8

First Citizens BancShares Inc.

First Citizens Bancorp.

06/10/14

644.7

14.2

1.5

40.4

37.5

High

1,815.2

47.4

44.0

19.8

42.8

45.8

Low

350.2

2.1

16.8

1.5

(0.7

)

6.6

Mean

697.0

20.6

24.7

10.8

20.1

23.1

Median

505.9

21.4

21.1

10.3

18.3

19.9

The following disclosure replaces the first full sentence
on page78:

The terminal values were then discounted to present values
using different discount rates ranging from 6.7% to 11.7%,
which took into consideration an implied cost of equity of 5.8%
derived from a capital asset pricing model-based calculation
and were chosen to reflect different assumptions regarding
required rates of return of holders or prospective buyers of
Cardinal common stock.

The following disclosure replaces the third sentence of the
first full paragraph on page79:

The terminal values were then discounted to present values
using different discount rates ranging from 7.4% to 12.4% which
took into consideration an implied cost of equity of 5.8%
derived from a capital asset pricing model-based calculation
and were chosen to reflect different assumptions regarding
required rates of return of holders or prospective buyers of
United Bankshares common stock.

The following disclosure is inserted prior to the final
sentence of the first full paragraph on page96:

Sandler ONeills financial analysis considered a number of
factors, including, among others, the anticipated issuance by
United Bankshares of a certain amount of perpetual preferred
stock. The fact that United Bankshares ultimately issued common
stock, rather than perpetual preferred stock, does not
adversely affect Sandlers financial analysis.

The following disclosure replaces the first sentence of the
fourth full paragraph on page 114:

As of the date of this prospectus and joint proxy statement,
the merger and the other transactions contemplated by the
merger agreement have been approved by the Virginia Bureau of
Financial Institutions but have not yet been approved by the
Federal Reserve.

Additional Information About the Merger and Where to
Find It

In connection with the proposed Merger, United Bankshares has
filed with the SEC a registration statement on FormS-4 that was
declared effective by the SEC on February9, 2017. The Proxy
Statement, which forms a part of the FormS-4, was mailed to
Cardinal shareholders and United Bankshares shareholders on or
about February16, 2017. In addition, each of Cardinal and
United Bankshares may file other relevant documents concerning
the proposed Merger with the SEC. Investors and shareholders of
Cardinal and United Bankshares are urged to read the
registration statement on FormS-4, the Proxy Statement and any
other relevant documents to be filed with the SEC in connection
with the proposed Merger because they will contain important
information about Cardinal, United Bankshares, the Merger, the
persons soliciting proxies in the Merger and their interests in
the Merger and related matters. Investors may obtain all
documents filed with the SEC by Cardinal and United Bankshares
free of charge at the SECs Internet site (http://www.sec.gov).
In addition, documents filed with the SEC by Cardinal will be
available free of charge from the Corporate Secretary of
Cardinal Financial Corporation, 8270 Greensboro Drive,
Suite500, McLean, Virginia 22207; telephone (703) 584-3400.
Documents filed with the SEC by United Bankshares 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 and the
other documents may also be obtained for free by accessing
Cardinals Internet site at www.cardinalbank.com under the tab
About Us and then under the heading Investor Relations and SEC
Filings, or by accessing United Bankshares Internet site at
www.ubsi-inc.com under the tab Investor Relations and then
under the heading SEC Filings. You are urged to read the Proxy
Statement carefully before making a decision concerning the
Merger.

Participants in the Transactions

Cardinal, United Bankshares and their respective directors,
executive officers and certain other members of management and
employees may be deemed participants in the solicitation of
proxies from Cardinals shareholders in favor of the Merger.
Information regarding the persons who may, under the rulesof
the SEC, be considered participants in the solicitation of the
Cardinal shareholders in connection with the proposed Merger
are set forth in the Proxy Statement.

You can find additional information about Cardinals executive
officers and directors in its Annual Report on Form10-K for the
year ended December31, 2015 and in its definitive proxy
statement filed with the SEC on March24, 2016. You can find
information about the executive officers and directors of
United Bankshares in its Annual Report on Form10-K for the year
ended December31, 2015 and in its definitive proxy statement
filed with the SEC on April1, 2016. You can obtain free copies
of these documents from Cardinal or United Bankshares using the
contact information above.

Forward-Looking Statements

This Current Report contains forward-looking statements within
the meaning of Section27A of the Securities Act of 1933 and
Section21E of the Securities Exchange Act of 1934. These
forward-looking statements are intended to be covered by the
safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to,
statements about (i)the benefits of the business combination of
Cardinal and United Bankshares through 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; (ii)Cardinals and United
Bankshares plans, objectives, expectations and intentions and
other statements contained in this Current Report 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
Cardinal and United Bankshares and are inherently subject to
significant business, economic and competitive uncertainties
and contingencies, many of which are beyond the control of
Cardinal and United Bankshares. 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 Cardinal and United Bankshares 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)the regulatory approvals required
for the Merger may not be obtained on the proposed terms or on
the anticipated schedule; (5)the shareholders of Cardinal may
fail to approve the Merger and the shareholders of United

Bankshares may fail to approve (i)an amendment to United
Bankshares articles of incorporation to increase the number of
authorized shares of United Bankshares common stock, (ii)the
issuance of shares constituting 20% or more of United
Bankshares outstanding shares, and (iii)the Merger;
(6)legislative or regulatory changes, including changes in
accounting standards, may adversely affect the businesses in
which Cardinal and United Bankshares are engaged; (7)changes in
the interest rate environment may compress margins and
adversely affect net interest income; (8)results may be
adversely affected by continued diversification of assets and
adverse changes to credit quality; (9)competition from other
financial services companies in Cardinals and United Bankshares
markets could adversely affect operations; and (10)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 Cardinals and
United Bankshares reports (such as Annual Reports on Form10-K,
Quarterly Reports on Form10-Q and Current Reports on Form8-K)
filed with the SEC and available on the SECs Internet site
(http://www.sec.gov).

Cardinal and United Bankshares 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 Cardinal or United Bankshares
or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Cardinal and
United Bankshares 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.


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 up +0.06 at 31.29 with 168,100 shares trading hands.

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