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EX-2.1 - EX-2.1 - CENTRA FINANCIAL HOLDINGS INC | l41367exv2w1.htm |
EX-99.1 - EX-99.1 - CENTRA FINANCIAL HOLDINGS INC | l41367exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): 12/15/2010
CENTRA FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-49699
West Virginia | 55-0770610 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
990 Elmer Prince Drive
P. O. Box 656
Morgantown, West Virginia 26507-0656
(Address of principal executive offices, including zip code)
P. O. Box 656
Morgantown, West Virginia 26507-0656
(Address of principal executive offices, including zip code)
(304) 598-2000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On December 15, 2010, Centra Financial Holdings, Inc. (Centra), a West Virginia corporation,
entered into an Agreement and Plan of Reorganization (the Agreement) with United Bankshares, Inc.
(United), a West Virginia corporation. In accordance with the Agreement, Centra shall merge with
and into a subsidiary to be formed by United, with the subsidiary being the surviving corporation
(the Merger).
The Agreement provides that upon consummation of the Merger, each outstanding share of common stock
of Centra will be converted into the right to receive 0.7676 shares of United common stock, par
value $2.50 per share.
Pursuant to the Agreement, at the effective time of the Merger, each outstanding option to purchase
shares of Centra common stock under any and all plans of Centra shall receive cash consideration
equal to the difference between the options exercise price and $21.00 with respect to those
options with an exercise price less than $21.00. There will be no payment by United to any holder
of Centra stock options with an exercise price equal to or greater than $21.00 and any such Centra
stock options shall be terminated as of the effective time of the Merger.
At the effective time of the Merger, Centra Bank, Inc., a wholly owned indirect subsidiary of
Centra, will merge with and into United Bank, Inc., a wholly owned subsidiary of United (the Bank
Merger). United Bank will survive the Bank Merger and continue to exist as a West Virginia
banking corporation.
The Merger Agreement contains representations and warranties customary for transactions of this
type, and which, in the case of Centras representations and warranties, are qualified by the
confidential disclosures provided by Centra to United in connection with the Merger Agreement, as
well as matters included in Centras reports filed with the Securities and Exchange Commission.
Centra has agreed to various customary covenants and agreements, including, among others, (1) to
conduct its business in the ordinary course consistent with past practice during the interim period
between the execution of the Merger Agreement and the effective time of the Merger, (2) not to
engage in certain kinds of transactions during this period, (3) to convene and hold a meeting of
its stockholders to consider and vote upon the Merger, and (4) not to (A) solicit, initiate, or
knowingly encourage any alternative proposal to acquire Centra, or (B) subject to certain
exceptions, provide any non-public information in connection with any such proposal, or engage in
any discussions or negotiations regarding or any such proposal.
The Merger is subject to the approval of Centras stockholders, regulatory approvals and other
customary closing conditions, including accuracy of the representations and warranties of the other
party (generally subject to a material adverse effect standard), and material compliance by the
other party with its obligations under the Merger Agreement. Subject to satisfaction of the
closing conditions the parties anticipate completing the Merger in the third quarter of 2011. Upon
effectiveness of the Merger two directors from Centra will be appointed to Uniteds board of
directors.
The Merger Agreement also contains certain termination provisions for Centra and United and
provides that, in connection with the termination of the Merger Agreement under specified
circumstances, Centra will be required to pay United a termination fee of $7.5 million.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached
as Exhibit 2.1
to this Current Report on Form 8-K (Report) and is incorporated herein by reference. The Merger
Agreement has been attached as an exhibit to provide investors and security holders with
information regarding its terms. It is not intended to provide any other financial information
about Centra or its subsidiaries or affiliates. The representations, warranties and covenants
contained in the Merger Agreement were made only for purposes of that agreement and as of specific
dates, are solely for the benefit of the parties to the Merger Agreement, may be subject to
limitations agreed upon by the parties, including being qualified by confidential disclosures made
for the purposes of allocating contractual risk between the parties to the Merger Agreement instead
of establishing these matters as facts, and may be subject to standards of materiality applicable
to the parties that differ from those applicable to investors. Investors should not rely on the
representations, warranties, or covenants or any description thereof as characterizations of the
actual state of facts or condition of Centra or any of its subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations, warranties, and covenants may
change after the date of the Merger Agreement, which subsequent information may or may not be fully
reflected in public disclosures by Centra.
Item 8.01 Other Events
On December 16, 2010, Centra and United issued a joint press release concerning the acquisition of
Centra. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
2.1 | Agreement and Plan of Merger, dated as of December 15, 2010, by and between United Bankshares, Inc. and Centra Financial Holdings, Inc. | |
99.1 | Joint Press Release, dated December 16, 2010 issued by Centra Financial Holdings, Inc. and United Bankshares, Inc. |
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are intended to be covered by the safe harbor provisions for
forward-looking statements contained in 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 Centra Financial Holdings, Inc. (Centra) 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) Uniteds and
Centras 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 Centra and are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are beyond the control of
United and Centra. 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 Centra 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) the regulatory approvals required for the Merger may not be obtained on
the proposed terms or on the anticipated schedule; (5) the stockholders of Centra may fail to
approve the Merger; (6) legislative or regulatory changes, including changes in accounting
standards, may adversely affect the businesses in which United and Centra are engaged; (7) the
interest rate environment may further compress margins and adversely affect net interest income;
(8) results may be adversely affected by continued diversification of assets and adverse changes to
credit quality; (9) competition from other financial services companies in Uniteds and Centras
markets could adversely affect operations; and (10) the economic slowdown could continue to
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 Centras and Uniteds 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 SECs Internet site (http://www.sec.gov).
United and Centra 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 Centra or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. United and Centra 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.
Additional Information About the Merger and Where to Find It
Shareholders of Centra 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, Centra, the merger, the persons soliciting proxies in the
merger and their interests in the merger and related matters. You will be able to obtain all
documents filed with the SEC by United free of charge at the SECs 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 be obtained for free by accessing Uniteds website at
www.ubsi-inc.com under the tab Investor Relations and then under the heading SEC Filings or by
accessing Centras website at www.centrabank.com under the tab About Centra and then under the
heading Shareholder Information. You are urged to read the proxy statement/prospectus
carefully before making a decision concerning the merger.
Participants in the Transactions
United, Centra and their respective directors, executive officers and certain other members of
management and employees may be deemed participants in the solicitation of proxies from Centras
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 Centra 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, 2009 and in its definitive proxy statement filed with
the SEC on March 25, 2010. You can find information about Centras executive officers and directors
in its Annual Report on Form 10-K for the year ended December 31, 2009 and in its definitive proxy
statement filed with the SEC on April 9, 2010. You can obtain free copies of these documents from
United, or Centra using the contact information above.
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
December 16, 2010 | Centra Financial Holdings, Inc. |
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By | /s/ Darren K. Williams | |||
Darren K. Williams, Senior Vice | ||||
President and Chief Financial Officer | ||||