Union Bankshares Corporation (NASDAQ:UBSH) Files An 8-K Other Events

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Union Bankshares Corporation (NASDAQ:UBSH) Files An 8-K Other Events

Item 8.01 Other Events.

Union Bankshares Corporation (the Company or UBSH) has updated
its presentation materials that the Companys management will use
during visits with investors, analysts and other interested
parties from time to time throughout the second quarter of 2017
to assist their understanding of the Company, including with
respect to the pending merger (the Merger) of Xenith Bankshares,
Inc. (XBKS) with and into the Company. This handout is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
This handout is also available under the Presentations link in
the Investor Relations section of the Companys website at
http://investors.bankatunion.com.
Forward-Looking Statements
Certain statements in this Form 8-K may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are statements that include projections, predictions,
expectations, or beliefs about future events or results or
otherwise are not statements of historical fact, are based on
certain assumptions as of the time they are made, and are
inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified. Such statements are often
characterized by the use of qualified words (and their
derivatives) such as expect, believe, estimate, plan, project,
anticipate, intend, will, may, view, opportunity, potential, or
words of similar meaning or other statements concerning opinions
or judgment of UBSH or XBKS or their management about future
events. Such statements include statements as to the anticipated
effective time of the Merger. Although each of UBSH and XBKS
believes that its expectations with respect to forward-looking
statements are based upon reasonable assumptions within the
bounds of its existing knowledge of its business and operations,
there can be no assurance that actual results, performance, or
achievements of UBSH or XBKS will not differ materially from any
projected future results, performance, or achievements expressed
or implied by such forward-looking statements. Actual future
results and trends may differ materially from historical results
or those anticipated depending on a variety of factors, including
but not limited to: (1) the businesses of UBSH and XBKS may not
be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2) expected
revenue synergies and cost savings from the Merger may not be
fully realized or realized within the expected time frame; (3)
revenues following the Merger may be lower than expected; (4)
customer and employee relationships and business operations may
be disrupted by the Merger; (5) the ability to obtain required
regulatory and shareholder approvals, and the ability to complete
the Merger on the expected timeframe may be more difficult,
time-consuming or costly than expected; (6) changes in interest
rates, general economic conditions, tax rates,
legislative/regulatory changes, monetary and fiscal policies of
the U.S. government, including policies of the U.S. Treasury and
the Board of Governors of the Federal Reserve System; the quality
and composition of the loan and securities portfolios; demand for
loan products; deposit flows; competition; demand for financial
services in the companies respective market areas; their
implementation of new technologies; their ability to develop and
maintain secure and reliable electronic systems; and accounting
principles, policies, and guidelines, and (7) other risk factors
detailed from time to time in filings made by UBSH or XBKS with
the Securities and Exchange Commission (the SEC). Forward-looking
statements speak only as of the date they are made and UBSH and
XBKS undertake no obligation to update or clarify these
forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information about the Proposed Transaction and Where
to Find It
In connection with the proposed Merger, UBSH will file with the
SEC a registration statement on Form S-4 to register the shares
of UBSH common stock to be issued to the shareholders of XBKS.
The registration statement will include a joint proxy statement
of UBSH and XBKS and a prospectus of UBSH. A definitive joint
proxy statement/prospectus will be sent to the shareholders of
UBSH and XBKS seeking their approval of the proposed Merger and
related matters. This Form 8-K 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 shareholders of UBSH and XBKS
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 below.
Investors and shareholders of both companies are urged to read
the registration statement on Form S-4 and the joint proxy
statement/prospectus included within the registration 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 UBSH, XBKS and the proposed Merger.
Investors and shareholders of both companies are urged to review
carefully and consider all public filings by UBSH and XBKS 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. Investors and
shareholders may obtain free copies of these documents through
the website maintained by the SEC at www.sec.gov. Free copies of
the joint proxy statement/
prospectus and other documents filed with the SEC also may be
obtained by directing a request by telephone or mail to Union
Bankshares Corporation, 1051 East Cary Street, Suite 1200,
Richmond, Virginia 23219, Attention: Investor Relations
(telephone: (804) 633-5031), or Xenith Bankshares, Inc., 901 E.
Cary Street Richmond, Virginia, 23219, Attention: Thomas W.
Osgood (telephone: (804) 433-2200), or by accessing UBSHs
website at www.bankatunion.com under Investor Relations or
XBKSs website at www.xenithbank.com under Investor Relations
under About Us. The information on UBSHs and XBKSs websites is
not, and shall not be deemed to be, a part of this release or
incorporated into other filings either company makes with the
SEC.
UBSH and XBKS and their respective directors and executive
officers may be deemed to be participants in the solicitation
of proxies from the shareholders of UBSH and/or XBKS in
connection with the proposed Merger. Information about the
directors and executive officers of UBSH is set forth in the
proxy statement for UBSHs 2017 annual meeting of shareholders
filed with the SEC on March 21, 2017. Information about the
directors and executive officers of XBKS is set forth in XBKSs
Annual Report on Form 10-K, as amended, filed with the SEC on
May 1, 2017. Additional information regarding the interests of
these participants and other persons who may be deemed
participants in the proposed Merger may be obtained by reading
the joint proxy statement/prospectus regarding the proposed
Merger when it becomes 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
Union Bankshares Corporation investor presentation


About Union Bankshares Corporation (NASDAQ:UBSH)

Union Bankshares Corporation, formerly Union First Market Bankshares Corporation, is a financial holding company and a bank holding company. The Company offers financial services through its community bank subsidiary, Union Bank & Trust and three non-bank financial services affiliates. The Company’s non-bank financial services affiliates are Union Mortgage Group, Inc. (UMG), Union Investment Services, Inc. and Union Insurance Group, LLC. The Company operates through two segments: its traditional full service community banking business and its mortgage banking business. The community bank segment includes one subsidiary bank, which provides loan, deposit, investment and trust services to retail and commercial customers throughout its over 131 retail locations in Virginia. The mortgage segment includes UMG, which provides a range of mortgage loan products in Virginia, North Carolina, South Carolina, Maryland, and the Washington D.C. metro area.