United Bankshares, Inc. (NASDAQ:UBSI) Files An 8-K Other Events
Item8.01
| Other Events. |
Approvals of Merger with Cardinal Financial Corporation
On April6, 2017, United Bankshares, Inc. (United or the Company)
and Cardinal Financial Corporation (Cardinal), received
regulatory approval from the Board of Governors of the Federal
Reserve System (the Federal Reserve Board) for the merger (the
Merger) of Cardinal with and into and UBV Holding Company, LLC
(UBV), a Virginia limited liability company and wholly-owned
subsidiary of United, to the Plan of Reorganization, dated August
17, 2016, by and among United, UBV and Cardinal (the Merger
Agreement). United and Cardinal previously received the necessary
regulatory approval for the Merger from the Virginia Bureau of
Financial Institutions. With the Federal Reserve Board approval,
all regulatory approvals required for consummation of the Merger
have now been obtained. In addition, each of Uniteds and
Cardinals shareholders approved the Merger on April7, 2017.
Therefore, all regulatory and shareholder approvals required for
consummation of the Merger have now been obtained.
Consummation of the Merger will remain subject to customary
closing conditions. Assuming such conditions are satisfied, the
parties intend for the Merger and the merger of Cardinal Bank, a
wholly-owned direct subsidiary of the Cardinal, with and into
United Bank, a wholly-owned direct subsidiary of UBV (the Bank
Merger), to close on April21, 2017.
The final voting results of Uniteds special meeting of
shareholders held in Parkersburg, West Virginia on April7, 2017
will be filed in a separate Current Report on Form 8-K under
Item5.07 Submission of Matters to a Vote of Security Holders.
Supplement to Proxy Materials for Uniteds Annual Meeting of
Shareholders
Page 4 of Uniteds proxy materials for its 2017 Annual Meeting of
Shareholders states that as of the mailing of the proxy
statement, all regulatory approvals required for the closing of
the Merger have not yet been obtained and the United and Cardinal
shareholder meetings to approve the Merger will not be held until
April 7, 2017. The information in this Current Report on Form 8-K
announcing that all regulatory and shareholder approvals required
for consummation of the Merger have now been obtained hereby
updates the disclosure on page 4 of Uniteds proxy materials for
its 2017 Annual Meeting of Shareholders.
Cautionary Statements Regarding Forward-Looking
Information
This Current Report contains forward-looking statements
within the meaning of Section27A of the Securities Act of 1933
and Section21E of the Securities Exchange Act of 1934.These
forward-looking statements are intended to be covered by the safe
harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to,
statements about (i)the benefits of the business combination of
Cardinal and United through the Merger, including future
financial and operating results, cost savings enhancements to
revenue and accretion to reported earnings that may be realized
from the Merger; (ii)Cardinals and Uniteds plans, objectives,
expectations and intentions and other statements contained in
this Current Report that are not historical facts; and (iii)other
statements identified by words such as expects, anticipates,
intends, plans, believes, seeks, estimates, targets, projects, or
words of similar meaning generally intended to identify
forward-looking statements.These forward-looking statements are
based upon the current beliefs and expectations of the respective
managements of Cardinal and United and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the control of Cardinal
and United. 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 in these
forward-looking statements because of possible
uncertainties.
The following factors, among others, could cause actual
results to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements:
(1)the businesses of Cardinal and United may not be combined
successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected;
(2)the expected growth opportunities or cost savings from the
Merger may not be fully realized or may take longer to realize
than expected; (3)deposit attrition, operating costs, customer
losses and business disruption following the Merger, including
adverse effects on relationships with employees, may be greater
than expected; (4)legislative or regulatory changes, including
changes in accounting standards, may adversely affect the
businesses in which Cardinal and United are engaged; (5)changes
in the interest rate
environment may compress margins and adversely affect net
interest income; (6)results may be adversely affected by
continued diversification of assets and adverse changes to credit
quality; (7)competition from other financial services companies
in Cardinals and Uniteds markets could adversely affect
operations; and (8)an economic slowdown could adversely affect
credit quality and loan originations.Additional factors that
could cause actual results to differ materially from those
expressed in the forward-looking statements are discussed in
Cardinals and Uniteds reports (such as Annual Reports on
Form10-K,
Quarterly Reports on Form10-Q and Current Reports on Form8-K)
filed with the SEC and available on the SECs Internet site
(http://www.sec.gov).
Cardinal and
United caution that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters
attributable to Cardinal or United or any person acting on their
behalf are expressly qualified in their entirety by the
cautionary statements above. Cardinal and United do not undertake
any obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the
forward-looking statements are made.
Important
Additional Information
For more
information about the Merger, see Uniteds Current Report on Form
8-K filed with the SEC on August18, 2016, Uniteds Annual Report
on Form 10-K filed with the SEC on March1, 2017, and the
registration statement filed by United with the SEC on Form S-4
on December9, 2016 (and all subsequent amendments thereof and
prospectus supplements thereunder).
Investors can
obtain all documents filed with the SEC by United free of charge
at the SECs Internet site (http://www.sec.gov). In
addition, documents filed with the SEC by United will be
available free of charge from the Corporate Secretary of United
Bankshares, Inc., 514 Market Street, Parkersburg, West Virginia
26101 telephone (304)424-8800. These documents
may also be obtained for free by accessing Uniteds website at
www.ubsi-inc.com under the tab Investor Relations and then
under the heading SEC Filings.
| Item9.01 | Financial Statements and Exhibits |
(d)Exhibits
|
Exhibit No. |
Description |
|
| 99.1 |
Press Release, dated April7, 2017, issued by United Bankshares, Inc. |
About United Bankshares, Inc. (NASDAQ:UBSI)
United Bankshares, Inc. (United) is a bank holding company. The Company has approximately two banking subsidiaries (the Banking Subsidiaries) doing business under the name of United Bank, one operating under the laws of West Virginia referred to as United Bank (WV) and the other operating under the laws of Virginia referred to as United Bank (VA). The Company operates through community banking segment. United also owns nonbank subsidiaries, which engage in other community banking services, such as asset management, real property title insurance, financial planning, and brokerage services. United, through its subsidiaries, engages in community banking and offers banking products and services permitted by law and regulation. Included among the banking services offered are the acceptance of deposits in checking, savings, time and money market accounts; the making and servicing of personal, commercial, floor plan and student loans, and the making of construction and real estate loans. United Bankshares, Inc. (NASDAQ:UBSI) Recent Trading Information
United Bankshares, Inc. (NASDAQ:UBSI) closed its last trading session down -0.25 at 40.75 with 487,498 shares trading hands.