ISS Recommends Vote “FOR” Merger With WashingtonFirst
Alliance Bankshares Corporation (NASDAQ: ABVA) announced that Institutional Shareholder Services Inc. (“ ISS”), one of the leading independent U.S. proxy advisory firms, has recommended that the shareholders of Alliance vote “FOR” the proposals in its proxy statement for the special meeting scheduled to be held on Wednesday, December 19, 2012 at 2:00 p.m. local time, at the Hyatt Fair Lakes, 12777 Fair Lakes Circle, Fairfax, Virginia.
At the special meeting, Alliance’s shareholders will be asked to consider and vote on a proposal to (i) approve the Agreement and Plan of Reorganization, dated as of May 3, 2012, and related plan of merger, by and between WashingtonFirst Bankshares, Inc., Alliance and Alliance Bank Corporation, as amended, pursuant to which Alliance will merge with and into WashingtonFirst, with WashingtonFirst surviving the merger, upon the terms and subject to the conditions set forth in the reorganization agreement, (ii) approve certain compensation that Alliance’s named executive officers may receive, under pre-existing agreements, in connection with the merger, and (iii) adjourn or postpone the special meeting, if necessary, to permit the further solicitation of proxies if there are not sufficient votes at the time of the special meeting to achieve a quorum or approve the reorganization agreement.
In its recommendation of the proposal to approve the reorganization agreement, ISS stated “a vote FOR the proposed transaction is warranted given the premium offered, the auction process conducted by the company, and the lack of material conflicts of interest.”*
All shareholders of Alliance are encouraged to vote. Because approval of the merger proposal requires the affirmative vote of more than two-thirds of the outstanding shares of Alliance’s common stock entitled to vote at the special meeting, failing to vote or abstaining from voting, either in person or by proxy, will have the same effect as a vote against approval of the merger proposal.
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