Eastern Virginia Bankshares, Inc. (NASDAQ:EVBS) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
|
Completion of Acquisition or Disposition of Assets. |
Effective June 23, 2017, Eastern Virginia Bankshares, Inc., a
Virginia corporation (EVBS) completed its previously
announced merger (the Merger) with Southern National
Bancorp of Virginia, Inc., a Virginia corporation (SONA or
the Continuing Corporation), to an Agreement and Plan of
Merger, dated December 13, 2016, as amended, between EVBS and
SONA, including the related Plan of Merger (together, the
Merger Agreement). to the Merger Agreement, at the
effective time of the Merger, EVBS merged with and into SONA,
with SONA surviving as the continuing corporation and immediately
following the Merger, EVB, a Virginia banking corporation and
EVBSs wholly-owned subsidiary, merged with and into SONAs
wholly-owned subsidiary, Sonabank, a Virginia banking
corporation, with Sonabank surviving and continuing its corporate
existence under the name Sonabank.
to the Merger Agreement, holders of EVBS common stock received
0.6313 shares (the Exchange Ratio) of SONA common stock
for each outstanding share of EVBS common stock held immediately
prior to the effective time of the Merger and holders of
Non-Voting Mandatorily Convertible Non-Cumulative Preferred
Stock, Series B of EVBS (the EVBS Series B Preferred
Stock) received 0.6313 shares of SONA common stock for each
share of EVBS Series B Preferred Stock held immediately prior to
the effective time of the Merger (collectively, the Merger
Consideration). Each share of SONA common stock outstanding
immediately prior to the Merger remained outstanding and was
unaffected by the Merger.
Immediately prior to the effective time of the Merger, each
option to purchase shares of EVBS common stock granted under an
EVBS stock plan vested and was converted into and became an
option to purchase shares of common stock of the Continuing
Corporation (each, an Assumed Option), which was adjusted
(i) by multiplying the number of shares of common stock that
could be purchased under the Assumed Option by the Exchange Ratio
and rounding down to the nearest share and (ii) by dividing the
per share exercise price of the option by the Exchange Ratio and
rounding up to the nearest cent. The Continuing Corporation
assumed each Assumed Option in accordance with the terms of the
EVBS stock plan and award agreement by which it is evidenced.
Immediately prior to the effective time of the Merger, each share
of EVBS common stock subject to time-based or performance-based
vesting restrictions granted under an EVBS stock plan vested in
full and automatically converted into unrestricted shares of
common stock of the Continuing Corporation, less the amount of
any required withholding tax, based on the Exchange Ratio. In
addition, the Continuing Corporation assumed the EVBS stock plans
at the effective time of the Merger, only with respect to the
Assumed Options.
The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, which is included as
Exhibits 2.2, 2.2.1, and 2.2.2, collectively, to this Current
Report on Form 8-K and is incorporated herein by reference.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the closing of the Merger, EVBS notified The
NASDAQ Stock Market (NASDAQ) on June 23, 2017 that, at the
effective time of the Merger, each share of EVBS’s common stock
issued and outstanding immediately prior to such time, was
automatically cancelled and converted into the right to receive
the Merger Consideration. On June 23, 2017, EVBS requested that
NASDAQ suspend trading in EVBSs common stock and promptly file
with the Securities and Exchange Commission (the SEC) a
Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), on Form 25 to delist and deregister
shares of EVBSs common stock. Accordingly, trading in EVBSs
common stock on NASDAQ was suspended prior to the commencement of
trading on June 26, 2017. Following the effectiveness of such
Form 25, the Continuing Corporation, as successor to EVBS,
intends to file with the SEC a certification on Form 15 under the
Exchange Act requesting that shares of EVBS’s common stock be
deregistered and that EVBSs 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 of this
Current Report on Form 8-K is incorporated by reference into this
Item 3.03.
| Item 5.01 | Changes in Control of Registrant. |
The disclosure set forth under Item 2.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 5.01.
On June 23, 2017, to the terms of the Merger Agreement, SONA
completed the acquisition of EVBS through the merger of EVBS with
and into SONA, with SONA continuing as the Continuing
Corporation. As a result of the Merger, each share of EVBSs
common stock and each share of the EVBS Series B Preferred 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 SONA for
the Merger Consideration was approximately 11.6 million shares of
SONA common stock, which had a value of approximately $198.8
million based on the closing price of SONA common stock on June
23, 2017.
On June 23, 2017, at the effective time of the Merger and in
accordance with the terms of the Merger Agreement, five former
EVBS directors, John F. Biagas, W. Rand Cook, F.L. Garrett, III,
Eric A. Johnson and Joe A. Shearin, were appointed to the board
of directors of SONA and J. Mikesell Thomas was designated as an
observer to the board of directors of SONA.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On June 21, 2017, EVBS held a special meeting of shareholders
(the Special Meeting) in Fairfax, Virginia. At the Special
Meeting, the shareholders of EVBS were asked to consider and vote
on the following proposals: (1) to approve the Merger Agreement,
to which EVBS would merge with and into SONA (the Merger
Proposal), (2) to approve, in a non-binding advisory vote,
certain compensation that may become payable to EVBSs named
executive officers in connection with the Merger (the
Compensation Proposal), and (3) to adjourn the Special
Meeting, if necessary or appropriate, to permit further
solicitation of proxies in the event there are not sufficient
votes at the time of the Special Meeting to approve the Merger
Proposal (the Adjournment Proposal). At the Special
Meeting, the Merger Proposal was approved by the affirmative vote
of a majority of the outstanding shares of EVBS common stock
entitled to vote at the Special Meeting and the Compensation
Proposal was approved by the affirmative vote of a majority of
the outstanding shares of EVBS common stock voted on the
proposal.
As of April 24, 2017, the record date for the Special Meeting,
there were 13,117,393 shares of EVBS common stock issued and
outstanding and eligible to be voted at the Special Meeting.At
the Special Meeting, there were present in person or by proxy
9,481,816 shares of EVBSs common stock, which constituted a
quorum to conduct business at the Special Meeting.
The items voted upon at the Special Meeting and the final voting
results for each proposal were as follows:
| 1. | The Merger Proposal. |
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 9,303,004 | 127,774 | 51,037 |
| 2. | The Compensation Proposal. |
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 8,959,040 | 422,054 | 100,722 |
| 3. | The Adjournment Proposal. |
The Adjournment Proposal was withdrawn, as it was not necessary
due to the approval by EVBSs shareholders of the Merger Proposal.
| Item 7.01 | Regulation FD Disclosure. |
On June 23, 2017, EVBS and SONA issued a joint press release
announcing the closing of the Merger. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K,
and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 2.2 |
Agreement and Plan of Merger, dated as of December 13, 2016, between Southern National Bancorp of Virginia, Inc. and Eastern Virginia Bankshares, Inc. (incorporated by reference to Exhibit 2.2 to EVBSs Current Report on Form 8-K filed December 14, 2016). |
|
| 2.2.1 |
Amendment to Agreement and Plan of Merger, dated as of March 8, 2017, between Southern National Bancorp of Virginia, Inc. and Eastern Virginia Bankshares, Inc. (incorporated by reference to Exhibit 2.1 to EVBSs Current Report on Form 8-K filed March 9, 2017). |
|
| 2.2.2 |
Amendment No. 2 to Agreement and Plan of Merger, dated as of April 5, 2017, between Southern National Bancorp of Virginia, Inc. and Eastern Virginia Bankshares, Inc. (incorporated by reference to Exhibit 2.1 to EVBSs Current Report on Form 8-K filed April 5, 2017). |
|
| 99.1 |
Joint Press Release of Southern National Bancorp of Virginia, Inc. and Eastern Virginia Bankshares, Inc., dated June 23, 2017. |
EASTERN VIRGINIA BANKSHARES INC ExhibitEX-99.1 2 v469613_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Southern National Bancorp of Virginia,…To view the full exhibit click here About Eastern Virginia Bankshares, Inc. (NASDAQ:EVBS)
Eastern Virginia Bankshares, Inc. is a bank holding company. The Company operates through its bank subsidiary, EVB (the Bank). EVB is a community bank focusing on small to medium-sized businesses and consumers in its coastal plain markets and the emerging suburbs outside of the Richmond, Tidewater, and southern Virginia areas. The Company provides general commercial financial services to customers located in the geographic areas of its retail branch network. It provides a range of personal and commercial banking services, including commercial, consumer and real estate loans. Its investment securities include agency residential mortgage-backed securities, agency commercial mortgage-backed securities, and state and political subdivisions. The Company offers a range of retail and commercial deposit products and fee-based services. Its deposits include demand deposits, savings and money market accounts, and time deposits. Eastern Virginia Bankshares, Inc. (NASDAQ:EVBS) Recent Trading Information
Eastern Virginia Bankshares, Inc. (NASDAQ:EVBS) closed its last trading session at 11.01 with 23,952 shares trading hands.