Access National Association (NASDAQ:ANCX) Files An 8-K Entry into a Absolute Absolute AgreementItem 1.01 Entry into a Absolute Absolute Agreement.
On October 4, 2018, Access National Association (“Access”), a Virginia association and the ancestor captivation aggregation of Access National Bank, and Union Bankshares Association (“Union”), a Virginia association and the ancestor captivation aggregation of Union Coffer & Trust (“Union Bank”), entered into an Agreement and Plan of Reorganization (the “Agreement”), to which, accountable to the agreement and altitude of the Agreement, amid added things, (i) Access will absorb with and into Union (the “Merger”), with Union continuing as the absolute association in the Merger and (ii) afterward the Merger, Access National Coffer will absorb with and into Union Bank, with Union Coffer continuing as the absolute coffer (together with the Merger, the “Mergers”). Union is referred to herein as the “Continuing Corporation” whenever advertence is fabricated to it as of the able time of the Merger or thereafter.
Subject to the agreement and altitude of the Agreement, aloft the cleanup of the Merger, anniversary allotment of accepted stock, par bulk $0.835 per share, of Access (“Access Accepted Stock”), will be adapted into the appropriate to accept 0.75 of a allotment of accepted stock, par bulk $1.33 per share, of the Continuing Association (“Union Accepted Stock”).
The Agreement contains accepted representations and warranties and covenants by Access and Union, including, amid others, covenants apropos to (1) the conduct of anniversary party’s business during the aeon above-mentioned to the cleanup of the Merger, (2) anniversary party’s obligations to facilitate its shareholders’ application of, and voting upon, the Agreement and the Merger as able-bodied as, in the case of Union, the arising of shares of Union Accepted Banal in affiliation with the Merger (the “Union Allotment Issuance”), (3) the advocacy by the parties’ corresponding boards of admiral in favor of approval of the Agreement and the Mergers, and, in the case of Union, the Union Allotment Issuance, and (4) Access’s non-solicitation obligations apropos to another business accumulated transactions. Furthermore, the Agreement provides that, afterward the cleanup of the Merger, Michael W. Clarke, President and Chief Controlling Officer of Access, will accompany the Union board.
The Merger is accountable to accepted closing conditions, including, amid others, (1) approval of the Merger by the shareholders of Access and Union and the approval of the Union Allotment Arising by the shareholders of Union, (2) cancellation of appropriate authoritative approvals, (3) the absence of any law or adjustment prohibiting the cleanup of the diplomacy advised by the Agreement (including the Mergers), (4) the capability of the allotment account for the Union Accepted Banal to be issued in the Merger, (5) the approval of the advertisement on the Nasdaq Global Select Bazaar of the Union Accepted Banal to be issued in the Merger and (6) cancellation by anniversary affair of an assessment from its corresponding admonition to the aftereffect that the Merger will authorize as a “reorganization” aural the acceptation of Section 368(a) of the Internal Acquirement Code of 1986, as amended.
Each party’s obligation to able the Mergers is additionally accountable to assertive added accepted conditions, including (1) accountable to assertive exceptions, the accurateness of the representations and warranties of the added affair and (2) achievement in all absolute respects by the added affair of its obligations beneath the Agreement. Union’s obligation to able the Mergers is additionally accountable to the cancellation of authoritative approvals afterwards the artifice of a action that would analytic be accepted to be materially financially crushing to the business, operations, cyberbanking action or after-effects of operations on Union’s business or on the business of Access or Access National Bank.
The Agreement provides assertive abortion rights for both Access and Union and added provides that a abortion fee of $25,000,000 will be payable by either Access or Union, as applicable, aloft abortion of the Agreement beneath assertive circumstances.
The representations, warranties and covenants of anniversary affair set alternating in the Agreement accept been fabricated abandoned for purposes of, and were and are abandoned for the account of the parties to, the Agreement, may be accountable to limitations agreed aloft by the application parties, including actuality able by arcane disclosures fabricated for the purposes of allocating acknowledged accident amid the parties to the Agreement instead of establishing these diplomacy as facts, and may be accountable to standards of achievement applicative to the application parties that alter from those applicative to investors. Accordingly, the representations and warranties may not call the absolute accompaniment of diplomacy at the date they were fabricated or at any added time, and investors should not await on them as statements of fact. In addition, such representations and warranties (1) will not survive cleanup of the Mergers, unless contrarily defined therein, and (2) were fabricated abandoned as of the date of the Agreement or such added date as is defined in the Agreement. Moreover, advice apropos the accountable bulk of the representations, warranties and covenants may change afterwards the date of the Agreement, which consecutive advice may or may not be absolutely reflected in the parties’ accessible disclosures. Accordingly, the Agreement is included with this filing abandoned to accommodate investors with advice apropos the agreement of the Agreement, and not to accommodate investors with any added absolute advice apropos Access or Union, their corresponding affiliates or their corresponding businesses. The Agreement should not be apprehend alone, but should instead be apprehend in affiliation with the added advice apropos Access, Union, their corresponding affiliates or their corresponding businesses, the Agreement and the Mergers that will be independent in, or congenital by advertence into, the Allotment Account on Form S-4 that will accommodate a collective proxy account of Access and Union and a announcement of Union, as able-bodied as in the Forms 10-K, Forms 10-Q, Forms 8-K and added filings that anniversary of Access and Union make, as applicable, with the U.S. Balance and Exchange Commission (the “SEC”).
The aloft arbitrary of the Agreement is not complete and is able in its absoluteness by advertence to the complete argument of the Agreement, which is filed as Display 2.1 to this Current Report on Form 8-K, and congenital by advertence herein.
In affiliation with the Agreement, Access entered into Affiliate Agreements with Union and admiral of Union and Access and assertive controlling admiral of Access (the “Affiliate Agreements”). The shareholders that are affair to the Affiliate Agreements beneficially own in the accumulated about 11.5% of the outstanding shares of Access Accepted Banal and 0.8% of the outstanding shares of Union Accepted Stock, as of October 4, 2018. The Affiliate Agreements require, amid added things, that the actor affair thereto vote his or her shares of Access Accepted Banal or Union Accepted Stock, as applicable, in favor of the Merger and the added diplomacy advised by the Agreement and adjoin another diplomacy and not to, anon or indirectly, assign, sell, alteration or contrarily actuate of his or her shares of Access Accepted Banal or Union Accepted Stock, as applicable, accountable to assertive exceptions.
The aloft description of the Affiliate Agreements does not acceptation to be complete and is able in its absoluteness by advertence to the forms of Affiliate Agreement, which are absorbed to this Current Report as Display 10.1 and Display 10.2, and congenital by advertence herein.
Important Added Advice will be Filed with the SEC
This Form 8-K does not aggregate an action to advertise or the address of an action to buy any balance or a address of any vote or approval with account to the proposed accretion by Union of Access. No action of balance shall be fabricated except by agency of a announcement affair the requirements of the Balance Act of 1933, as amended, and no action to advertise or address of an action to buy shall be fabricated in any administration in which such offer, address or auction would be unlawful.
In affiliation with the proposed acquisition, Union will book with the SEC a Allotment Account on Form S-4 that will accommodate a collective proxy account of Access and Union and a announcement of Union (the “Joint Proxy/Prospectus”), and anniversary of Access and Union may book with the SEC added accordant abstracts apropos the proposed transaction. A absolute Collective Proxy/Prospectus will be beatific to the shareholders of Access and Union. Investors and shareholders of Access and Union are apprenticed to apprehend anxiously and in their absoluteness the Allotment Account and Collective Proxy/Prospectus back they become accessible and any added accordant abstracts filed with the SEC by Access and Union, as able-bodied as any amendments or supplements to those documents, because they will accommodate important advice about the proposed transaction.
Investors and shareholders may access chargeless copies of the Allotment Account and the Collective Proxy/Prospectus (when available) and added abstracts filed with the SEC by Access and Union through the website maintained by the SEC at www.sec.gov. Chargeless copies of the Allotment Account and the Collective Proxy/Prospectus and added abstracts filed with the SEC additionally may be acquired by administering a appeal by blast or mail to Access National Corporation, 1800 Robert Fulton Drive, Suite 300, Reston, VA 20191. Attention: Sheila Linton (telephone: (703) 871-2100) or Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, Attention: Investor Relations (telephone: (804) 633-5031), or by accessing Access’s website at www.accessnationalbank.com beneath “Investor Relations” or Union’s website at www.bankatunion.com beneath “Investor Relations.” The advice on Access’s and Union’s websites is not, and shall not be accounted to be, a allotment of this Form 8-K or congenital into added filings either aggregation makes with the SEC.
Participants in the Solicitation
Access, Union and their corresponding admiral and assertive of their controlling admiral and advisers may be accounted to be participants in the address of proxies from the shareholders of Access or Union in affiliation with the proposed transaction. Advice about the admiral and controlling admiral of Access and their buying of Access Accepted Banal is set alternating in the proxy account for Access’s 2018 anniversary affair of shareholders, which was filed with the SEC on April 12, 2018. Advice about the admiral and controlling admiral of Union and their buying of Union Accepted Banal is set alternating in the proxy account for Union’s 2018 anniversary affair of shareholders, which was filed with the SEC on March 21, 2018. Advice apropos the bodies who may, beneath the rules of the SEC, be accounted participants in the proxy address and a description of their absolute and aberrant interests, by aegis backing or otherwise, will be independent in the Collective Proxy/Prospectus and added accordant abstracts to be filed with the SEC back they become available. Chargeless copies of these abstracts may be acquired as declared above.
Certain statements in this Form 8-K may aggregate “forward-looking statements” aural the acceptation of the Private Balance Litigation Reform Act of 1995. Advanced statements include, afterwards limitation, projections, predictions, expectations, or behavior about approaching contest or after-effects and are not statements of absolute fact. Such statements additionally accommodate statements as to the advancing appulse of the Union accretion of Access, including approaching cyberbanking and operating results, adeptness to auspiciously accommodate the accumulated businesses, the bulk of amount savings, all-embracing operational efficiencies and added revenues as able-bodied as added statements apropos the acquisition. Such advanced statements are based on assorted assumptions as of the time they are made, and are inherently accountable to accepted and alien risks, uncertainties and added factors that may account absolute results, achievement or achievements to be materially altered from any approaching results, achievement or achievements bidding or adumbrated by such advanced statements. Advanced statements are generally accompanied by words that back projected approaching contest or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of agnate acceptation or added statements apropos opinions or acumen of Access or Union or their administration about approaching events. Although anniversary of Access and Union believes that its expectations with account to advanced statements are based aloft reasonable assumptions aural the bound of its absolute adeptness of its business and operations, there can be no affirmation that absolute results, performance, or achievements of Access or Union will not alter materially from any projected approaching results, performance, or achievements bidding or adumbrated by such advanced statements. Absolute approaching results, achievement or achievements may alter materially from absolute after-effects or those advancing depending on a array of factors, including but not bound to, the businesses of Access and Union may not be chip auspiciously or such affiliation may be added difficult, time-consuming or cher than expected, accepted acquirement synergies and amount accumulation from the proposed accretion may not be absolutely accomplished or accomplished aural the accepted time frame, revenues afterward the proposed accretion may be lower than expected, chump and agent relationships and business operations may be disrupted by the proposed acquisition, the aberration of administration time on acquisition-related issues, changes in Union’s allotment amount afore closing, risks apropos to the abeyant dilutive aftereffect of shares of Union Accepted Banal to be issued in the proposed transaction, the adeptness to access regulatory, actor or added approvals or added altitude to closing on a appropriate base or at all, the adeptness to aing the proposed accretion on the accepted timeframe, or at all, and that closing may be added difficult, time-consuming or cher than expected, the acknowledgment to the proposed accretion of the companies’ customers, advisers and counterparties, and added accident factors, abounding of which are above the ascendancy of Access and Union. We accredit you to the “Risk Factors” and “Management’s Discussion and Analysis of Cyberbanking Action and After-effects of Operations” sections of Access’s Anniversary Report on Form 10-K for the year concluded December 31, 2017 and Union’s Anniversary Report on Form 10-K for the year concluded December 31, 2017 and commensurable “risk factors” sections of Access’s and Union’s Quarterly Reports on Form 10-Q and added filings, which accept been filed with the SEC and are accessible on the SEC’s website at www.sec.gov. All of the advanced statements fabricated in this Form 8-K are especially able by the cautionary statements independent or referred to herein. The absolute after-effects or developments advancing may not be accomplished or, alike if essentially realized, they may not accept the accepted after-effects to or furnishings on Access, Union or their corresponding businesses or operations. Readers are cautioned not to await too heavily on the advanced statements independent in this Form 8-K. Advanced statements allege abandoned as of the date they are fabricated and neither Access nor Union undertakes any obligation to update, alter or analyze these advanced statements, whether as a aftereffect of new information, approaching contest or otherwise.
Item 9.01 Cyberbanking Statements and Exhibits.
* Schedules accept been bare to Item 601(b)(2) of Regulation S-K. A archetype of any bare agenda will be furnished supplementally to the SEC aloft request; provided, however, that the parties may appeal arcane analysis to Rule 24b-2 of the Balance Exchange Act of 1934, as amended, for any certificate so furnished.
ACCESS NATIONAL CORP ExhibitEX-2.1 2 tv504322_ex2-1.htm EXHIBIT 2.1 Display 2.1 AGREEMENT AND PLAN OF REORGANIZATION amid UNION BANKSHARES CORPORATION and ACCESS NATIONAL CORPORATION October 4,…To appearance the abounding display bang hereAbout Access National Association (NASDAQ:ANCX) Access National Association is a coffer captivation company. The Aggregation operates through its subsidiary, Access National Coffer (the Bank). The Coffer provides credit, deposit, mortgage casework and abundance administration casework to average bazaar bartering businesses and associated professionals, primarily in the Washington, District of Columbia Metropolitan Area. The Coffer offers a ambit of cyberbanking casework and products, and specializes in accouterment customized cyberbanking casework to baby and average sized businesses, professionals and associated individuals. The Aggregation operates through three segments: acceptable bartering banking, mortgage cyberbanking and abundance management. Its bartering cyberbanking articulation includes loans, advance balance and drop services. Its mortgage cyberbanking articulation includes mortgage loans captivated for sale, sales of loans in the accessory mortgage bazaar and accommodation origination. Its abundance administration articulation includes portfolio asset management.
10 Ways Customer Agreement Form Can Improve Your Business | Customer Agreement Form – customer agreement form
| Delightful to be able to my blog, in this particular moment I will explain to you about customer agreement form