Millennium Bankshares Corporation to Acquire Albemarle First Bank
June 10 2005 - 7:23AM
Business Wire
Millennium Bankshares Corporation (Nasdaq SmallCap Market "MBVA")
and Albemarle First Bank (Nasdaq SmallCap Market "AFBK") announced
today a definitive agreement wherein Albemarle First Bank will be
combined with Millennium Bankshares in a transaction valued at
approximately $29 million. Albemarle First Bank has three branches
in the Charlottesville MSA with $125 million in total assets as of
March 31, 2005. Millennium Bankshares has seven branches with total
assets of $425 million as of March 31, 2005. Upon consummation of
the acquisition, the combined organization expects to have over
$550 million in total assets. Carroll C. Markley, Chairman,
President, and CEO of Millennium Bankshares, stated, "Entering the
Charlottesville market area through this partnership will result in
a community bank franchise that serves three of Virginia's most
dynamic markets. Millennium Bankshares will serve the
Reston/Washington DC, Richmond, and Charlottesville communities
with ten existing and three planned full service branches. We will
also evaluate future branch expansion opportunities in the
Charlottesville market area to ensure that Albemarle First Bank
provides quality service to our customers in this growing
community." Tom Boyd, President and CEO of Albemarle First Bank,
stated, "We are very excited to have a partner in Millennium
Bankshares, a fine Virginia bank holding company that really
believes in the traditional community banking concept. As part of a
two-bank holding company, Albemarle First Bank will have some
exciting new savings and consumer products to offer customers.
Additionally, with a larger capital base, we will have a much
higher lending limit to any one borrower and we will be able to
service the credit needs of more of our customers. Additional
capital will also allow us to expand in our community with more
branches." He continues, "Albemarle First will retain its name and
local charter and continue to serve Charlottesville, Albemarle
County, Greene County and the surrounding areas. Customers will be
working with nearly all of the same people they have come to know
at our Albemarle First branches." Mr. Markley continued, "Bringing
Albemarle First Bank into our holding company is a significant
first step in the execution of our recently adopted strategic plan
to better serve Virginia's growing communities. We believe that the
Charlottesville community and Albemarle First Bank's customers and
employees will benefit from our plans to invest in the expansion of
the bank and our presence in the Charlottesville area. We are
delighted that Tom Boyd will continue in his current role as
President and CEO of Albemarle First Bank and that he and his local
board of directors will continue to lead our efforts in this
growing community. Charlottesville is an important part of our
plans to deliver quality customer service to the businesses and
consumers in Virginia." Under the terms of the definitive
agreement, shareholders of Albemarle First Bank will receive, for
each share of Albemarle First Bank common stock they own, a number
of shares of Millennium Bankshares common stock with an aggregate
market value equal to $15.82 per share or $15.82 in cash, subject
to the limitation that no more than 50% of the total consideration
will be in the form of cash. Shareholders of Albemarle First Bank
may elect to receive Millennium Bankshares common stock, cash, or a
combination of common stock and cash for their shares of Albemarle
First Bank common stock, subject to pro ration in the event the
aggregate cash elections exceed the 50% maximum. The actual number
of shares of Millennium Bankshares common stock to be issued in the
transaction for each share of Albemarle First Bank will be
determined based upon the average closing prices of Millennium
Bankshares over a period of time preceding the closing of the
transaction and, subject to certain exceptions described in the
definitive agreement, will not exceed 2.2600 or be less than 1.8833
shares of Millennium Bankshares common stock for each share of
Albemarle common stock. The $29 million transaction value includes
the assumption by Millennium Bankshares of all outstanding
Albemarle First Bank stock options and assumes that all warrants to
acquire Albemarle First Bank common stock that are currently
outstanding will be exercised prior to the closing of the
transaction. The merger is expected to close in the fourth quarter
of 2005. The combination is expected to be non-dilutive to
Millennium earnings per share in 2005 and accretive in 2006. The
acquisition has been approved by the boards of directors of both
companies and is subject to the approval of both companies'
shareholders as well as customary regulatory approvals. FTN Midwest
Securities served as financial advisor and Lewis, Rice &
Fingersh, LC served as legal advisor to Millennium Bankshares
Corporation. Anderson & Strudwick, Inc. acted as financial
advisor and Troutman Sanders LLP acted as legal advisor to
Albemarle First Bank. Information about Millennium Bankshares and
Albemarle First Bank In connection with the proposed acquisition of
Albemarle First Bank by Millennium Bankshares, Millennium
Bankshares will file with the Securities and Exchange Commission a
registration statement on Form S-4 to register the shares of
Millennium Bankshares' common stock to be issued to the
shareholders of Albemarle First Bank. The registration statement
will include a joint proxy statement/prospectus which will be sent
to the shareholders of Albemarle First Bank seeking their approval
of the proposed transaction and to the shareholders of Millennium
Bankshares seeking their approval of an amendment to Millennium
Bankshares' articles of incorporation to increase the number of its
authorized shares of common stock and approving the issuance of
shares of Millennium Bankshares to the shareholders of Albemarle
First Bank as required by the rules and regulations of the Nasdaq
SmallCap Market. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE PROPOSED
TRANSACTION, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
MILLENNIUM BANKSHARES CORPORATION, ALBEMARLE FIRST BANK AND THE
PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of these documents through the website maintained by
the Securities and Exchange Commission at http://www.sec.gov. Free
copies of the joint proxy statement/prospectus also may be obtained
by directing a request by telephone or mail to Millennium
Bankshares Corporation, 1601 Washington Plaza, Reston, Virginia
20190, Attention: Investor Relations (telephone number (703)
464-0100) or Albemarle First Bank P.O. Box 7704, Charlottesville
Virginia 22906, Attention: Thomas M. Boyd, Jr. (telephone number
(434) 973-1664) The directors, executive officers, and certain
other members of management of Millennium Bankshares and Albemarle
First Bank may be soliciting proxies in favor of the transaction
from the companies' respective shareholders. For information about
Millennium Bankshares' directors, executive officers and members of
management, shareholders are asked to refer to the most recent
proxy statement issued by Millennium Bankshares, which is available
on its web site and at the address provided in the preceding
paragraph. Forward-Looking Statements This news release contains
comments and information that constitute forward-looking statements
(within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding, among other things, the anticipated closing
date of the transaction, the expected pro forma effect of the
transaction on the earnings per share of Millennium Bankshares, and
plans and objectives of Millennium Bankshares' management for
future operations of the combined organization following
consummation of the transaction. These forward-looking statements
are based on current expectations that involve a number of risks
and uncertainties. Actual results may differ materially from the
results expressed in these forward-looking statements. Factors that
might cause such a difference include: the ability of the companies
to obtain the required shareholder or regulatory approvals for the
transaction; the ability of the companies to consummate the
transaction; the ability to successfully integrate the companies
following the transaction; a material adverse change in the
financial condition, results of operations or prospects of either
company; the ability to fully realize the expected cost savings and
revenues or the ability to realize them on a timely basis; the risk
of borrower, depositor and other customer attrition after the
transaction is completed; a change in general business and economic
conditions; changes in the interest rate environment, deposit
flows, loan demand, real estate values, and competition; changes in
accounting principles, policies or guidelines; changes in
legislation and regulation; other economic, competitive,
governmental, regulatory, geopolitical, and technological factors
affecting the companies' operations, pricing, and services; and
other risk factors referred to from time to time in filings made by
Millennium Bankshares with the Securities and Exchange Commission.
Millennium Bankshares and Albemarle First Bank undertake no
obligation to update or clarify these forward-looking statements,
whether as a result of new information, future events or otherwise.
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