Attached files
file | filename |
---|---|
8-K - FORM 8-K - ALLIANCE BANKSHARES CORP | w83817e8vk.htm |
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR IMMEDIATE RELEASE
CONTACTS:
EAGLE BANCORP, INC.
|
ALLIANCE BANKSHARES CORPORATION |
|
Ronald D. Paul
|
William E. Doyle, Jr. | |
301.986.1800
|
703.814.7200 |
July 27, 2011
EAGLE BANCORP, INC. AND ALLIANCE BANKSHARES CORPORATION ANNOUNCE MERGER AGREEMENT
Combination Accelerates Eagles Expansion in Northern Virginia;
Creates $2.9 Billion Community Bank
Creates $2.9 Billion Community Bank
Bethesda, MD. and Chantilly, VA. On July 27, 2011, Eagle Bancorp, Inc. (Eagle) (NASDAQ: EGBN),
the parent company of EagleBank (EagleBank), and Alliance Bankshares Corporation (Alliance)
(NASDAQ: ABVA) announced that Eagle, Alliance and Alliances wholly owned subsidiary, Alliance Bank
Corporation (Alliance Bank) have entered into a definitive merger agreement (the Agreement),
pursuant to which Alliance will be merged into Eagle with Eagle being the surviving corporation and
all of the outstanding shares of Alliance will be converted into shares of Eagle. Alliance has
approximately $536 million in assets and $412 million in deposits. The merger will accelerate
Eagles growth in Northern Virginia with the addition of Alliances 6 branches, which are all
located in the attractive Northern Virginia market.
The merger is structured as a stock-for-stock transaction, under which Alliance shareholders
will receive 0.4317 shares (the Conversion Ratio) of Eagle common stock for each share of
Alliance common stock, subject to adjustment based upon certain factors set forth in the Agreement.
Please refer to the Forms 8-K to be filed by each of Eagle and Alliance for additional information
regarding the adjustment factors.
Based on the closing price of Eagle common stock on July 26, 2011, the aggregate value of the
transaction would be approximately $31.2 million, or $6.11 per share of Alliance common stock. The
value of the transaction at closing may be higher or lower, depending on whether there is any
adjustment to the Conversion Ratio, and the change in the value of Eagle common stock. As of June
30, 2011, Eagle Bancorp, Inc. had $2.35 billion in assets and Alliance had
$536 million in assets. Eagle expects that the transaction will be accretive to Eagles
earnings within twelve months following the closing of the merger.
In connection with the transaction, Alliance Bank will be merged into EagleBank, with
EagleBank being the surviving entity. One member of Alliance Banks Board of Directors will join
the EagleBank Board. EagleBank operates 7 offices in Montgomery County, Maryland, 5 offices in the
District of Columbia and 1 current office and 4 offices under development in Northern Virginia.
Alliance Bank operates 6 branches in Northern Virginia.
The merger is expected to close in the fourth quarter of 2011. It has been approved by the
boards of directors of both companies and is subject to the approval by common shareholders of
Alliance, the approval of the regulatory authorities, and the satisfaction or waiver of the
conditions to closing and covenants of each of the parties contained in the Agreement.
Ronald D. Paul, Chairman and CEO of Eagle and EagleBank said, We are thrilled about the
proposed acquisition of Alliance and Alliance Bank and the opportunities the combination creates
for us in Northern Virginia. Both banks are similar in that we share a common vision and culture of
providing outstanding customer service, and always putting customer relationships first. We look
forward to serving the Alliance customers with our portfolio of deposit, cash management, and loan
products. Most are specifically tailored for small and medium-sized businesses, law firms and other
professional organizations. The combination with Alliance Bank is consistent with our stated desire
to expand our presence in the Northern Virginia market. The addition of Alliances experienced,
skilled bankers and branch network combined with our own organic growth gives EagleBank the ability
to be a major factor in this dynamic market. In addition this really rounds out our footprint in
the entire Washington, D.C. metropolitan area. We feel that banking customers in Northern Virginia
will value our vision of providing superior customer service, making credit available to eligible
borrowers, providing access to local leadership decision makers and commitment to the community.
William E. Doyle, Jr., President and CEO of Alliance and Alliance Bank noted, In a little
more than a decade, EagleBank has established itself as the leading community banking company
serving the Washington, D.C. metropolitan area. For our customers, the partnership with Eagle means
access to additional products and services, and an expanding, well positioned branch network. For
our shareholders, taking the currency of a high performing company translates into enhanced
shareholder value. The joining of our two companies will be a winning combination all around.
Sandler ONeill + Partners, L.P. served as financial advisor, and BuckleySandler LLP served as
legal counsel, to Eagle.
Alliance was advised by Davenport & Company LLC as financial advisor, and Troutman Sanders LLP
as legal counsel.
About the Companies: Eagle Bancorp, Inc. is the holding company for EagleBank, which commenced
operations in 1998. EagleBank is headquartered in Bethesda, Maryland, and conducts full service
commercial banking through thirteen offices, located in Montgomery
County, Maryland, Washington, D.C. and Fairfax County, Virginia. EagleBank focuses on building
relationships with businesses, professionals and individuals in its marketplace. For more
information about Eagle, please visit: www.eaglebankcorp.com.
Alliance Bankshares Corporation is the holding company for Alliance Bank, which commenced
operations in 1998. Alliance Bank is headquartered in Chantilly, Virginia, and places special
emphasis on serving the needs of individuals, small and medium size businesses and professional
concerns in the greater Washington, D.C. metropolitan area through six offices located in Northern
Virginia. For more information about Alliance, please visit: www.alliancebankva.com.
Forward-looking Statements: This press release contains forward-looking statements within the
meaning of the Securities and Exchange Act of 1934, as amended, including statements of goals,
intentions, and expectations as to future trends, plans, events or results of Eagles operations
and policies and regarding general economic conditions. These forward-looking statements include,
but are not limited to, statements about (i) the benefits of the merger between Eagle, Alliance and
Alliance Bank and (ii) Eagles and Alliances plans, obligations, expectations and intentions. In
some cases, forward-looking statements can be identified by use of words such as may, will,
anticipates, believes, expects, plans, estimates, potential, continue, should, and
similar words or phrases. These statements are based upon the beliefs of the respective managements
of Eagle and Alliance as to the expected outcome of future events, current and anticipated economic
conditions, nationally and in the parties market, and their impact on the operations and assets of
the parties, interest rates and interest rate policy, competitive factors, judgments about the
ability of the parties to successfully consummate the merger and to integrate the operations of the
two companies, the ability of the two companies to avoid customer dislocation during the period
leading up to and following the merger, and other conditions which by their nature, are not
susceptible to accurate forecast and are subject to significant uncertainty. Factors that could
cause results and outcomes to differ materially include, among others, the ability to obtain
required regulatory and shareholder approvals; the ability to complete the merger as expected and
within the expected timeframe; and the possibility that one or more of the conditions to the
completion of the merger may not be satisfied. Because of these uncertainties and the assumptions
on which this discussion and the forward-looking statements are based, actual future operations and
results in the future may differ materially from those indicated herein. Readers are cautioned
against placing undue reliance on such forward-looking statements. Past results are not
necessarily indicative of future performance. Eagle and Alliance assume no obligation to revise,
update, or clarify forward-looking statements to reflect events or conditions after the date of
this release.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
Eagle and Alliance will file a proxy statement/prospectus and other relevant documents concerning
the merger with the Securities and Exchange Commission (the SEC). The proxy statement/prospectus
will be mailed to the shareholders of Alliance. Investors and security holders of Eagle and
Alliance are urged to read the proxy statement/prospectus, the documents incorporated by reference
in the proxy statement/prospectus, the other documents filed with the SEC and the other relevant
materials when they become
available, because they will contain important information about Eagle, Alliance, the merger and
the transactions contemplated by the merger. Investors will be able to obtain these documents free
of charge at the SECs web site (http://www.sec.gov). In addition, documents filed with the SEC by
Eagle Bancorp, Inc. will be available free of charge from Eagles Investor Relations at (301)
986-1800, on Eagles website at www.eaglebankcorp.com under the tab Investor Relations and then
under the heading SEC Filings or from Alliances Investor Relations at (703) 814-7200 or on
Alliances website at www.alliancebankva.com under the tab Investor Relations and then under the
heading Press Releases or under the heading Documents/SEC Filings.
Eagle, Alliance and their respective directors, executive officers, and certain other members of
management and employees of Eagle, Alliance and their respective subsidiaries may be deemed to be
participants in the solicitation of proxies from shareholders of Alliance in connection with the
proposed merger. Information about the directors and executive officers of Eagle is set forth in
Eagles proxy statement for the 2011 annual meeting of shareholders filed with the SEC on April 7,
2011. Information about the directors and executive officers of Alliance is set forth in Alliances
Amendment No. 1 to its Annual Report on Form 10-K filed with the SEC on May 2, 2011. Additional
information regarding the interests of such participants will be included in the proxy
statement/prospectus and the other relevant documents filed with the SEC when they become
available.
###