Premier Community Bankshares (NASDAQ:PREM)
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Albemarle First Bank (NASDAQ:AFBK) and Premier Community
Bankshares, Inc. (NASDAQ:PREM) announced today that the shareholders
of Albemarle First Bank approved the Agreement and Plan of Merger
dated January 12, 2006 by and between Rockingham Heritage Bank and
Albemarle First Bank, joined in by Premier Community Bankshares, Inc.,
that provides that Albemarle First Bank will merge with and into
Rockingham Heritage Bank, as subsidiary of Premier Community
Bankshares, Inc., subject to certain terms and conditions. If
regulatory approvals are obtained as anticipated, the merger is
expected to close on or about July 1, 2006.
"The greater Charlottesville market provides another dramatic
market for our holding company," said Donald L. Unger, President and
CEO of Premier Community Bankshares, Inc. "The expected merger will
place Premier with total assets greater than $800 million. We firmly
believe that being in the right place, at the right time, with the
right people is the key to our success. The right people are in place
to develop this market to the next level and beyond."
The shareholder approval was obtained at a special meeting of
Albemarle First Bank shareholders held by Albemarle First Bank on May
25, 2006. Under the previously announced terms of the transaction,
Albemarle First Bank shareholders may elect to receive for each share
of Albemarle First Bank common stock which owned either (i) $15.80 in
cash or (ii) a to-be-determined portion of a share of Premier
Community Bankshares common stock depending on the average closing
price of Premier Community Bankshares common stock prior to the
merger. As a result, Albemarle First Bank shareholders may elect to
receive cash, Premier Community Bankshares common stock or a
combination of cash and Premier Community Bankshares common stock for
their shares of Albemarle First Bank common stock, subject to the
allocation and proration procedures set forth in the merger agreement.
The deadline for Albemarle First Bank shareholders to make an election
to receive cash or shares of Premier Community Bankshares (or a
combination of cash of Premier Community Bankshares stock) is 5:00
p.m. Eastern Time on Monday, June 19, 2006.
Prior to the shareholder election deadline, Albemarle First Bank
shareholders may submit an Election Form and Letter of Transmittal to
the Exchange Agent, Registrar and Transfer Company, with respect to
all shares then owned. Provided that the Election Form and Letter of
Transmittal, together with their stock certificates or properly
completed notices of guaranteed delivery, are received by the Exchange
Agent in proper form prior to the shareholder election deadline,
Albemarle First Bank shareholders may make an election with respect to
their Albemarle First Bank shares regardless of when those shares were
acquired.
Information about Premier Community Bankshares and Albemarle First
Bank
Premier Community Bankshares has filed with the Securities and
Exchange Commission a registration statement on Form S-4/A to register
the shares of Premier's common stock to be issued to the shareholders
of Albemarle First Bank in connection with the transaction. The
registration statement includes a proxy statement/prospectus that was
mailed to the shareholders of Albemarle First Bank seeking their
approval of the proposed merger. The proxy statement/prospectus
contains important information about Premier, Albemarle First Bank and
the merger and about the persons soliciting proxies from Albemarle
First Bank's shareholders in the merger, including the officers and
directors of Albemarle First Bank, and their interests in the merger,
such as their stock ownership in Albemarle First Bank. Additional
information about Albemarle First Bank's directors and executive
officers is included in Albemarle First Bank's Annual Report on Form
10-KSB for the year ended December 31, 2005, as amended, which was
filed with the Board of Governors of the Federal Reserve System and is
available on Albemarle First Bank's website at
www.albemarlefirstbank.com and at the Albemarle First Bank address
provided below.
Premier and Albemarle First Bank urge the shareholders of
Albemarle First Bank and other investors to read the registration
statement on Form S-4/A and the proxy statement/prospectus included in
the registration statement on Form S-4/A, and any other relevant
documents filed with the SEC in connection with the transaction,
because they contain important information about Premier, Albemarle
First Bank and the transaction.
Shareholders and investors may obtain free copies of the proxy
statement/prospectus and other documents related to the merger, filed
with the SEC, through the SEC's web site at www.sec.gov. Free copies
of the proxy statement/prospectus and other relevant documents also
may be obtained by directing a request by telephone or mail to the
following:
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended.
The statements relate to, among other things, the anticipated closing
date 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 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 Premier with the Securities and
Exchange Commission and Albemarle First Bank with the Board of
Governors of the Federal Reserve System. Premier 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.