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MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG) Files An 8-K Other Events

MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG) Files An 8-K Other Events

Item 8.01 Other Events.

On January 25, 2017, Middleburg Financial Corporation
(“Middleburg”) and Access National Corporation (“Access”)
issued a joint press release announcing the hiring of David J.
Laudemann as Executive Vice President, Market Executive for
Middleburg Bank. A copy of the joint press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
Forward-Looking Statements
The information presented herein contains “forward-looking
statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding Middleburg’s and
Access’s expectations or predictions of future financial or
business performance or conditions. 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. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties which change over time. Forward-looking
statements in this report (including in the exhibits hereto) may
include, but are not limited to, statements about project impacts
of and financial results generated by the transaction.
Forward-looking statements speak only as of the date they are
made and Access and Middleburg assume no duty to update
forward-looking statements.
In addition to factors previously disclosed in Middleburg’s and
Access’s reports filed with the Securities and Exchange
Commission 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
obtain regulatory approvals and meet other 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. 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 Middleburg and Access with the Securities and Exchange
Commission (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 SEC’s website at www.sec.gov. The documents filed
by Middleburg with the SEC may also be obtained free of charge at
Middleburg’s website at www.middleburgbank.com or by requesting
them in writing to Middleburg Financial Corporation, 111 West
Washington Street, Middleburg, Virginia 20117, Attention:
Investor Relations. The documents filed by Access with the SEC
may also be obtained free of charge at Access’s website at
www.accessnationalbank.com or by requesting them in writing to
Access National Corporation, 1800 Robert Fulton Drive, Suite 300,
Reston, VA 20191, Attention: Investor Relations.
In connection with the proposed transaction, Access has filed a
registration statement on Form S-4 with the SEC which includes a
joint proxy statement of Access and Middleburg and a prospectus
of Access. Once the registration statement is declared effective,
a definitive joint proxy statement/prospectus will be sent to the
shareholders of each company seeking the required shareholder
approvals. Before making any voting or investment decision,
investors and security holders of Access and Middleburg 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.
Middleburg, Access, and certain of their directors and executive
officers may be deemed participants in the solicitation of
proxies from Middleburg and Access shareholders in connection
with the proposed transaction. Information about the directors
and officers of Middleburg and their ownership of Middleburg
common stock is set forth in the definitive proxy statement for
Middleburg’s 2016 annual meeting of shareholders, as previously
filed with the SEC on April 12, 2016. Information about the
directors and officers of Access and their ownership of Access
common stock is set forth in the definitive proxy statement for
Access’s 2016 annual meeting of shareholders, as previously
filed with the SEC on April 18, 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 Access National Corporation and
Middleburg Financial Corporation, dated January 25, 2017

About MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG)
Middleburg Financial Corporation is a bank holding company. The Company conducts its primary operations through two subsidiaries, Middleburg Bank and Middleburg Investment Group, Inc. Its segments are Commercial & Retail Banking, which includes loans, investment securities and deposit accounts; Wealth Management, including wealth management activities, and Mortgage Banking, including mortgage banking activities. The Company, through its subsidiaries, offers a range of banking, fiduciary and investment management services to both individuals and small businesses. Its business activities include commercial and retail banking services through Middleburg Bank, wealth management services through Middleburg Investment Group, Inc., and mortgage banking services. Middleburg Bank’s services include various types of checking and savings deposit accounts, and the origination of business, real estate, development, mortgage, home equity, automobile and other installment, demand and term loans. MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG) Recent Trading Information
MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG) closed its last trading session up +0.05 at 34.90 with 15,361 shares trading hands.

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