Boe Financial Services OF Virgin (NASDAQ:BSXT)
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Community Bankers Acquisition Corp. (“CBAC”)
(Amex:BTC), TransCommunity Financial Corporation (“TFC”)
(OTCBB:TCYF) and BOE Financial Services of Virginia, Inc. (“BOE”)
(Nasdaq:BSXT) each announced today their respective record and meeting
dates for stockholder votes on the CBAC and TFC merger and the CBAC and
BOE merger.
CBAC announced today that its annual meeting of stockholders will take
place on Friday, April 25, 2008, at 10:00 a.m. EDT. The annual meeting
will be held at the offices of Nelson Mullins Riley & Scarborough, LLP,
at 101 Constitution Avenue, N.W., Suite 900, Washington, DC.
Stockholders of record as of the close of business on March 25, 2008,
will be entitled to vote at the annual meeting. At the annual meeting,
CBAC stockholders will be asked to consider and vote on six proposals,
including: (i) approval of the merger with TFC; (ii) approval of an
amendment to CBAC’s certificate of
incorporation to reset the terms of the classes of its directors;
(iii) approval of an amendment to CBAC’s
certificate of incorporation to change the name of CBAC from “Community
Bankers Acquisition Corp.” to “Community
Bankers Trust Corporation”; (iv) election of
Chris A. Bagley and Keith Walz as directors; (v) ratification of the
appointment of Miller Ellin & Company LLP as independent public
accountants; and (vi) if necessary, adjournment of the annual meeting to
a later date or dates to permit further solicitation and vote of proxies.
CBAC also announced today that a special meeting of its stockholders
will take place on Friday, April 25, 2008, at 2:00 p.m. EDT. The special
meeting will be held at the offices of Nelson Mullins Riley &
Scarborough, LLP, at 101 Constitution Avenue, N.W., Suite 900,
Washington, DC. Stockholders of record as of the close of business on
March 25, 2008, will be entitled to vote at the special meeting. At the
special meeting, CBAC stockholders will be asked to consider and vote on
two proposals, including: (i) approval of the CBAC merger with BOE; (ii)
approval of an amendment to CBAC's certificate of incorporation to reset
the classes of its directors; and (iii) if necessary, adjournment of the
special meeting to a later date or dates to permit further solicitation
and vote of proxies.
TFC announced today that a special meeting of its shareholders will take
place on Tuesday, April 22, 2008, at 10:00 a.m. EDT. The special meeting
will be held at The Place at Innsbrook, 4036-C Cox Road, Glen Allen,
Virginia. Shareholders of record as of the close of business on March
25, 2008, will be entitled to vote at the special meeting. At the
special meeting, TFC shareholders will be asked to consider and vote on
two proposals, including: (i) approval of the TFC merger with CBAC; and
(ii), if necessary, approval of adjournment of the special meeting to a
later date or dates to permit further solicitation and vote of proxies.
BOE announced today that a special meeting of BOE shareholders will take
place on Friday, April 25, 2008, at 10:00 a.m. EDT. The Special Meeting
will be held at the Tappahannock Essex Volunteer Fire Department at 620
Airport Road, Tappahannock, Virginia. Shareholders of record as of the
close of business on March 25, 2008, will be entitled to vote at the
special meeting. At the special meeting, BOE shareholders will be asked
to consider and vote on two proposals, including: (i) approval of the
BOE merger with CBAC; and (ii), if necessary, approval of adjournment of
the special meeting to a later date or dates to permit further
solicitation and vote of proxies.
Ensuring Your Vote is Counted
In advance of the record date, CBAC advises holders of its securities
that are in accounts that permit the lending of securities, such as
margin accounts, to move these securities into accounts which do not
permit the lending of securities, so called cash accounts or segregated
accounts. These steps are designed to ensure that votes related to
common shares beneficially owned by stockholders are properly counted.
Beneficial owners of shares of common stock that have been lent out
(either with or without the beneficial owners’
knowledge) are not permitted to vote those shares.
Additional Information About the Mergers and Where to Find It
In connection with the proposed mergers, CBAC has filed with the
Securities and Exchange Commission (the "SEC") a registration statement
on Form S-4 to register the shares of CBAC common stock to be issued to
the shareholders of TFC as well as a registration statement on Form S-4
to register the shares of CBAC common stock to be issued to the
shareholders of BOE. Each registration statement includes a joint proxy
statement/prospectus, which will be sent to the stockholders of CBAC and
of the shareholders of TFC or BOE, as applicable, seeking their approval
of the applicable merger. In addition CBAC, TFC, and BOE may file other
relevant documents concerning the proposed mergers with the SEC.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENTS ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUSES
INCLUDED WITHIN THE REGISTRATION STATEMENTS AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
MERGERS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CBAC, TFC, AND
BOE AND THE PROPOSED TRANSACTIONS. Investors and security holders may
obtain free copies of these documents through the website maintained by
the SEC at http://www.sec.gov. Free
copies of both joint proxy statement/prospectuses also may be obtained
by directing a request by telephone or mail to: Community Bankers
Acquisition Corp., 9912 Georgetown Pike, Suite D203, Great Falls,
Virginia 22066, Attention: Investor Relations (telephone: (703)
759-0751). Free copies of the joint proxy statement/prospectus relating
to the proposed merger of CBAC with TFC also may be obtained by
directing a request by telephone or mail to: TransCommunity Financial
Corporation, 4235 Innslake Drive, Glen Allen, Virginia 23060, Attention:
Investor Relations (telephone: (804) 934-9999), or by accessing TFC’s
website at http://www.TCFCorp.com
under “Investor Relations.”
Free copies of the joint proxy statement/prospectus relating to the
proposed merger of CBAC with BOE also may be obtained by directing a
request by telephone or mail to: BOE Financial Services of Virginia,
Inc., 1325 Tappahannock Boulevard, Post Office Box 965, Tappahannock,
Virginia 22560, Attention: Investor Relations (telephone: (804)
443-4343), or by accessing BOE's website at http://www.bankofessex.com
under “Investor Relations.”
The information on BOE's and TFC’s websites
is not, and shall not be deemed to be, a part of this release or
incorporated into other filings either company, or CBAC, makes with the
SEC.
CBAC, TFC and BOE and their respective directors, executive officers and
members of management may be deemed to be participants in the
solicitation of proxies from the shareholders of BOE and TFC, as
applicable, and/or CBAC in connection with the mergers. Information
about the directors and executive officers of CBAC is set forth in the
Annual Report on Form 10-K filed with the SEC on June 29, 2007.
Information about the directors and executive officers of TFC is set
forth in the proxy statement for TFC’s 2007
annual meeting of shareholders filed with the SEC on April 23, 2007.
Information about the directors and executive officers of BOE is set
forth in the proxy statement for BOE's 2007 annual meeting of
shareholders filed with the SEC on April 13, 2007. Additional
information regarding the interests of these participants and other
persons who may be deemed participants in the mergers may be obtained by
reading the joint proxy statement/prospectuses regarding the mergers
when they become available.
Caution Regarding Forward-Looking Statements
Statements made in this release, other than those concerning historical
financial information, may be considered forward-looking statements,
which speak only as of the date of this release and are based on current
expectations and involve a number of assumptions. These include
statements as to the anticipated benefits of the mergers, including
future financial and operating results, cost savings and enhanced
revenues that may be realized from the mergers as well as other
statements of expectations regarding the mergers and any other
statements regarding future results or expectations. Each of CBAC, TFC
and BOE intends such forward-looking statements to be covered by the
safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995 and is including this
statement for purposes of these safe harbor provisions. The companies'
respective abilities to predict results, or the actual effect of future
plans or strategies, are inherently uncertain. Factors which could have
a material effect on the operations and future prospects of each of
CBAC, TFC and BOE and the surviving corporation, include but are not
limited to: (1) the businesses of CBAC, TFC, and BOE 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 mergers may not be fully realized or realized
within the expected time frame; (3) revenues following the mergers may
be lower than expected; (4) customer and employee relationships and
business operations may be disrupted by the mergers; (5) the ability to
obtain required regulatory and stockholder approvals, and the ability to
complete the mergers on the expected timeframe may be more difficult,
time-consuming or costly than expected; (6) changes in interest rates,
general economic conditions, legislative/regulatory changes, monetary
and fiscal policies of the U.S. government, including policies of the
U.S. Treasury and the Federal Reserve Board may adversely impact income;
(7) changes in the quality and composition of the loan and securities
portfolios, demand for loan products, deposit flows, competition, demand
for financial services in BOE’s and TFC’s
market areas may adversely affect operations; (8) CBAC, TFC and BOE’s
implementation of new technologies and their ability to develop and
maintain secure and reliable electronic systems may impact their
respective businesses; (9) changes in accounting principles, policies,
and guidelines may impact reported earnings; and (10) other risk factors
detailed from time to time in filings made by CBAC, TFC or BOE with the
SEC may be associated with their respective businesses. CBAC, TFC and
BOE undertake no obligation to update or clarify these forward-looking
statements, whether as a result of new information, future events or
otherwise.
This release shall not constitute an offer to sell or the solicitation
of an offer to buy securities in any jurisdiction in which such
solicitation would be unlawful.