WASHINGTON & CHARLESTON, W. Va.--(BUSINESS WIRE)--
United Bankshares, Inc. (“United”) (NASDAQ: UBSI)
shareholders approved the acquisition of Cardinal Financial Corporation
(“Cardinal”) (NASDAQ: CFNL) during a special shareholder meeting on
April 7, 2017. Shareholder approval followed regulatory approval by the
Board of Governors of the Federal Reserve System and the Virginia Bureau
of Financial Institutions. The companies expect to complete the
transaction on April 21, 2017.
“We are extremely pleased with the overwhelmingly positive response from
our shareholders to move forward with the merger,” stated United
Chairman and Chief Executive Officer, Richard M. Adams. “Cardinal and
United share a deep commitment to the customers and communities they
serve. Our shareholders, customers and the Greater Washington area will
benefit greatly from the enhanced presence and capabilities of the
combined entities.”
Cardinal, with $4.2 billion in assets, provides banking services through
its subsidiary bank, Cardinal Bank, which has a network of 30 branches
throughout Virginia, Maryland and Washington, D.C. In addition, Cardinal
operates George Mason Mortgage, LLC, a residential mortgage lending
subsidiary, and Cardinal Wealth Services, Inc., a wealth management
services subsidiary.
Cardinal Bank will merge into United Bank, United’s Virginia chartered
bank, the largest community bank headquartered in the D.C. metro area.
Upon completion of the merger, United Bank will have assets of
approximately $14 billion and will continue to have the # 1 deposit
market share among community banks in the Washington, D.C. Metropolitan
Statistical Area.
Upon completion of the merger, United Bankshares’ assets will grow to
over $19 billion with a projected market capitalization of approximately
$4.5 billion based on the closing price on December 31, 2016. Based upon
this projected market capitalization, United would be the 37th largest
banking company in the country.
Currently, United has $14.5 billion in assets and 128 full-service
offices in Washington, D.C., Virginia, Maryland, Ohio, Pennsylvania and
West Virginia. In 2016, United Bankshares increased dividends to
shareholders for the 43rd consecutive year. This is a record
only one other major banking company in the nation has been able to
achieve. For more information, visit www.ubsi-inc.com.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to, statements
about (i) the benefits of a merger (the “Merger”) between Cardinal
Financial Corporation (“Cardinal”) and United Bankshares, Inc.
(“United”), including future financial and operating results, cost
savings enhancements to revenue and accretion to reported earnings that
may be realized from the Merger; (ii) United’s and Cardinal’s plans,
objectives, expectations and intentions and other statements contained
in this press release that are not historical facts; and (iii) other
statements identified by words such as “expects” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,”
“projects,” or words of similar meaning generally intended to identify
forward-looking statements. These forward-looking statements are based
upon the current beliefs and expectations of the respective managements
of United and Cardinal and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many
of which are beyond the control of United and Cardinal. In addition,
these forward-looking statements are subject to assumptions with respect
to future business strategies and decisions that are subject to change.
Actual results may differ materially from the anticipated results
discussed in these forward-looking statements because of possible
uncertainties.
The following factors, among others, could cause actual results to
differ materially from the anticipated results or other expectations
expressed in the forward-looking statements: (1) the businesses of
United and Cardinal may not be combined successfully, or such
combination may take longer, be more difficult, time-consuming or costly
to accomplish than expected; (2) the expected growth opportunities or
cost savings from the Merger may not be fully realized or may take
longer to realize than expected; (3) deposit attrition, operating costs,
customer losses and business disruption following the Merger, including
adverse effects on relationships with employees, may be greater than
expected; (4) legislative or regulatory changes, including changes in
accounting standards, may adversely affect the businesses in which
United and Cardinal are engaged; (5) changes in the interest rate
environment may compress margins and adversely affect net interest
income; (6) results may be adversely affected by continued
diversification of assets and adverse changes to credit quality; (7)
competition from other financial services companies in United’s and
Cardinal’s markets could adversely affect operations; and (8) an
economic slowdown could adversely affect credit quality and loan
originations. Additional factors, that could cause actual results to
differ materially from those expressed in the forward-looking statements
are discussed in Cardinal’s and United’s reports (such as Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K) filed with the Securities and Exchange Commission and available on
the SEC’s Internet site (http://www.sec.gov).
United and Cardinal caution that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements
concerning the proposed transaction or other matters attributable to
United or Cardinal or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above. United
and Cardinal do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that occur
after the date the forward-looking statements are made.
Participants in the Transactions
United, Cardinal and their respective directors, executive officers
and certain other members of management and employees may be deemed
“participants” in the solicitation of proxies from Cardinal’s
shareholders in favor of the merger with United. Information regarding
the persons who may, under the rules of the SEC, be considered
participants in the solicitation of the Cardinal shareholders in
connection with the proposed merger will be set forth in the proxy
statement/prospectus when it is filed with the SEC.
You can find information about the executive officers and directors
of United in its Annual Report on Form 10-K for the year ended December
31, 2016 and in its definitive proxy statement filed with the SEC on
April 5, 2017. You can find information about Cardinal’s executive
officers and directors in its Annual Report on Form 10-K for the year
ended December 31, 2016 and in its definitive proxy statement filed with
the SEC on March 24, 2016. You can obtain free copies of these documents
from United or Cardinal using the contact information above.
Additional Information About the Merger and
Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval.
Shareholders of Cardinal and other investors are urged to read the
proxy statement/prospectus that will be included in the registration
statement on Form S-4 that United will file with the Securities and
Exchange Commission in connection with the proposed merger because it
will contain important information about United, Cardinal, the merger,
the persons soliciting proxies in the merger and their interests in the
merger and related matters. Investors will be able to obtain all
documents filed with the SEC by United free of charge at the SEC’s
Internet site (http://www.sec.gov).
In addition, documents filed with the SEC by United will be available
free of charge from the Corporate Secretary of United Bankshares, Inc.,
514 Market Street, Parkersburg, West Virginia 26101 telephone (304)
424-8800. The proxy statement/prospectus (when it is available) and the
other documents may also beobtained for free by accessing
United’s website at www.ubsi-inc.com
under the tab “Investor Relations” and then under the heading “SEC
Filings” or by accessing Cardinal’s website at www.cardinalbank.com
under the tab “About Us” and then under the heading “Investor
Relations”, and “SEC Filings”. You are urged to read the proxy
statement/prospectus carefully before making a decision concerning the
merger.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170407005698/en/
United Bankshares, Inc.
W. Mark Tatterson, 800-445-1347 ext. 8716
Chief
Financial Officer
Source: United Bankshares, Inc.