Eastern Virginia Bankshares, Inc. (NASDAQ:EVBS) Files An 8-K Other Events
Item 8.01
| Other Events. |
On December 13, 2016, Eastern Virginia Bankshares, Inc. (EVBS)
and Southern National Bancorp of Virginia, Inc. (SONA) issued a
joint press release announcing the execution of an Agreement and
Plan of Merger, dated as of December 13, 2016, to which SONA and
EVBS will merge, subject to the terms and conditions set forth
therein. A copy of the joint press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
EVBS and SONA will host a conference call regarding the merger at
10:00 a.m. EDT on December 14, 2016. Instructions for
participating in the conference call are included in the attached
joint press release. A copy of the investor presentation that
EVBS and SONA will use during this call to provide supplemental
information about the proposed transaction is attached hereto as
Exhibit 99.2 and incorporated by reference herein. This investor
presentation is also accessible online at www.evb.org under News
Market Data / Presentations.
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 of future financial or business
performance or conditions. 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 anticipated results 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 projected impacts of and financial results
generated by the transaction. Forward-looking statements speak
only as of the date they are made and EVBS and SONA assume no
duty to update forward-looking statements, except as required by
law.
In addition to factors previously disclosed in EVBSs and SONAs
reports filed with the Securities and Exchange Commission (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: the
possibility that any of the anticipated benefits of the proposed
transactions between SONA and EVBS will not be realized or will
not be realized within the expected time period; the risk that
integration of the operations of SONA and EVBS will be materially
delayed or will be more costly or difficult than expected; the
inability to complete the proposed transactions due to the
failure to obtain the required stockholder approvals; the failure
to satisfy other conditions to completion of the proposed
transactions, including receipt of required regulatory and other
approvals; the failure of the proposed transactions to close for
any other reason; the effect of the announcement of the
transaction on customer relationships and operating results; the
possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; changes in interest rates; general economic
conditions and those in the market areas of SONA and EVBS;
legislative and regulatory changes; monetary and fiscal policies
of the U.S. government, including policies of the U.S. Department
of the Treasury and the Federal Reserve; the quality or
composition of SONAs or EVBSs loan or investment portfolios and
the valuation of those portfolios; success in raising capital by
SONA or EVBS; and accounting principles, policies and guidelines.
Annualized, pro forma, projected, and estimated numbers are used
for illustrative purposes only, may not reflect actual results
and may not be relied upon.
Additional Information About the Proposed Transaction 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
EVBS, 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 stockholders, 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. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 99.1 |
Joint press release of Southern National Bancorp of Virginia, Inc. and Eastern Virginia Bankshares, Inc., dated December 13, 2016 |
| 99.2 | Investor Presentation |
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 +0.23 at 9.90 with 6,516 shares trading hands.