Eastern Virginia Bankshares, Inc. (NASDAQ:EVBS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.
On April 5, 2017, Eastern Virginia Bankshares, Inc. (EVBS)
and Southern National Bancorp of Virginia, Inc. (SONA)
entered into an Amendment No. 2 (the Amendment) to the
Agreement and Plan of Merger, dated December 13, 2016, as amended
by that certain Amendment No. 1 to Agreement and Plan of Merger,
dated as of March 8, 2017 (the Merger Agreement), by and
between SONA and EVBS whereby EVBS will merge with and into SONA,
with SONA as the surviving corporation (the Merger).
The Amendment further amends the Merger Agreement to remove all
provisions thereof related to the creation and issuance of
non-voting common stock of the Continuing Corporation (as defined
in the Merger Agreement), par value $0.01 per share (the
Continuing Corporation Non-Voting Common Stock), including
the requirement to obtain the approval of the SONA stockholders
of an amendment to the Articles of Incorporation of SONA to
authorize the Continuing Corporation Non-Voting Common Stock. to
the Merger Agreement as amended by the Amendment, holders of
shares of EVBS Non-Voting Mandatorily Convertible Non-Cumulative
Preferred Stock, Series B (the EVBS Series B Preferred
Stock) will receive 0.6313 shares of SONA common stock for
each share of EVBS Series B Preferred Stock held immediately
prior to the effective date of the Merger, and no longer have the
option to elect to receive in certain circumstances shares of
Continuing Corporation Non-Voting Common Stock.
Other than as described herein, the Amendment does not amend any
other material provision of the Merger Agreement.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the
Amendment, which is filed as Exhibit 2.1 to this report and is
incorporated herein by reference.
The Merger Agreement and the Amendment should not be read alone,
but should instead be read in conjunction with the other
information regarding SONA, EVBS, their respective affiliates or
their respective businesses, the Merger Agreement, the Amendment
and the Merger that will be contained in, or incorporated by
reference into, the registration statement of SONA on Form S-4
that will include a joint proxy statement of SONA and EVBS and a
prospectus of SONA, as well as in the Forms 10-K, Forms 10-Q,
Forms 8-K and other filings that each of SONA and EVBS make with
the Securities and Exchange Commission (the SEC).
Forward-Looking Statements
The information presented herein contains forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding EVBSs and SONAs
expectations or predictions regarding the Merger. These
forward-looking statements are based on the current beliefs and
expectations of the management of EVBS or SONA and are inherently
subject to significant business, economic, and competitive
uncertainties and contingencies, many of which are beyond their
control. 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 expectations or predictions discussed
or implied in these forward-looking statements. Forward-looking
statements may be identified by words such as may, could, will,
expect, believe, anticipate, forecast, intend, plan, prospects,
estimate, potential, or by variations of such words or by similar
expressions. Forward-looking statements in this report (including
in the exhibits hereto) may include, but are not limited to,
statements about the timing of the Merger and certain regulatory
approvals related to the Merger. Forward-looking statements speak
only as of the date they are made and EVBS and SONA assume no
duty to update forward-looking statements.
In addition to factors previously disclosed in EVBSs and SONAs
reports filed with the SEC and those identified elsewhere in this
report, the following factors, among others, could cause actual
results to differ materially from the results expressed in or
implied by forward-looking statements and historical performance:
ability to meet closing conditions to the transaction; delays in
closing the transaction; changes in asset quality and credit
risk; changes in interest rates and capital markets; the
introduction, timing and success of business initiatives;
competitive conditions; and the inability to recognize cost
savings or revenues or to implement integration plans associated
with the transaction.
Additional Information About the Merger and Where to Find
It
Investors are urged to review carefully and consider all public
filings by EVBS and SONA with the SEC, including but not limited
to their Annual Reports on Form 10-K, their proxy statements,
their Quarterly Reports on Form 10-Q, and their Current Reports
on Form 8-K. The documents filed with the SEC may be obtained
free of charge at the SECs website at www.sec.gov. The documents
filed by EVBS with the SEC may also be obtained free of charge at
EVBSs website at www.evb.org or by requesting them in writing to
Eastern Virginia Bankshares, Inc., 10900 Nuckols Road, Suite 325,
Glen Allen, Virginia 23060, Attention: Investor Relations. The
documents filed by SONA with the SEC may also be obtained free of
charge at SONAs website at www.sonabank.com or by requesting them
in writing to Southern National Bancorp of Virginia, Inc., 6830
Old Dominion Drive, McLean, Virginia 22101, Attention: Investor
Relations.
In connection with the proposed transaction, SONA intends to file
a registration statement on Form S-4 with the SEC which will
include a joint proxy statement of SONA and EVBS and a prospectus
of SONA. A definitive joint proxy statement/prospectus will be
sent to the shareholders of each company seeking the required
shareholder approvals. This report does not constitute an offer
to sell or the solicitation of an offer to buy any securities or
a solicitation of any vote or approval. Before making any
voting or investment decision, investors and security holders of
SONA and EVBS are urged to read carefully the entire registration
statement and joint proxy statement/prospectus when they become
available, including any amendments thereto, because they will
contain important information about the proposed
transaction. Free copies of these documents may be
obtained as described above.
EVBS, SONA and certain of their directors and executive officers
may be deemed participants in the solicitation of proxies from
EVBS and SONA shareholders in connection with the proposed
transaction. Information about the directors and officers of EVBS
and their ownership of EVBS common stock is set forth in the
definitive proxy statement for EVBSs 2016 annual meeting of
shareholders, as previously filed with the SEC on April 21, 2016.
Information about the directors and officers of SONA and their
ownership of SONA common stock is set forth in the definitive
proxy statement for SONAs 2016 annual meeting of shareholders, as
previously filed with the SEC on March 21, 2016. Investors may
obtain additional information regarding the interests of such
participants by reading the registration statement and the joint
proxy statement/prospectus when they become available. Free
copies of these documents may be obtained as described above.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 2.1 |
Amendment No. 2 to Agreement and Plan of Merger, dated as of April 5, 2017, by and between Southern National Bancorp of Virginia, Inc. and Eastern Virginia Bankshares, Inc. |
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 up +0.09 at 10.45 with 12,430 shares trading hands.