United Bankshares, Inc. (“United”) UBSI Chairman and Chief Executive
Officer, Richard M. Adams, announced the signing of a definitive merger
agreement with Virginia Commerce Bancorp, Inc. (“VCBI”). The acquisition of
VCBI will afford United the opportunity to significantly enhance its existing
footprint in the Washington, D.C. Metropolitan Statistical Area. Since 1982,
United has completed and effectively integrated 28 acquisitions.
United will acquire 100% of the outstanding shares of VCBI in exchange for
common shares of United. The exchange ratio will be fixed at 0.5442 of
United's shares for each share of VCBI which equates to a deal value of $14.00
per share, or approximately $490.6 million in the aggregate, based on United's
ten-day average closing price of $25.73 as of January 29, 2013. The
transaction, which has been unanimously approved by both United's and VCBI's
Boards of Directors, is expected to close in the third quarter of 2013,
pending regulatory approvals and the approval of United's and VCBI's
shareholders.
The aggregate consideration of the transaction is approximately $490.6 million
based on VCBI's common shares outstanding, plus outstanding options and
warrants. The announced price represents a premium of 15% over VCBI's closing
price on January 29, 2013, and 1.82 times VCBI's tangible book value at
December 31, 2012.
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