WashingtonFirst And Alliance Announce Election Deadline Of December 19, 2012
WashingtonFirst Bankshares, Inc. (OTCBB: WFBI) and Alliance Bankshares Corporation (NASDAQ: ABVA) announced that the deadline for Alliance shareholders to elect the form of consideration they wish to receive in Alliance’s merger with WashingtonFirst is 5:00 p.m., Eastern Time, on December 19, 2012. The election deadline may be rescheduled, in which case WashingtonFirst and Alliance will issue a press release announcing the new election deadline. The closing of the merger is currently anticipated to occur on December 21, 2012, subject to the satisfaction of any outstanding closing conditions, including, but not limited to, approval of the shareholders of each of WashingtonFirst and Alliance and the consummation of WashingtonFirst’s capital raising transaction. Alliance shareholders who hold shares in “street name” through a bank, broker or other nominee will separately receive instructions for making an election from such bank, broker or other nominee, which may include an earlier election deadline. Alliance shareholders who hold shares in “street name” should carefully review any instructions received from their bank, broker or other nominee.
As previously announced, in the merger, shareholders of Alliance will receive, at their election, either 0.4435 shares of WashingtonFirst common stock or cash in the amount of $5.30 for each share of Alliance common stock owned, provided that no more than 20% of the Alliance common shares may elect to receive cash. If more than 20% of the Alliance common shares elect to receive cash, the cash elections will be subject to proration in accordance with the terms of the Agreement and Plan of Reorganization, dated as of May 3, 2012, by and between WashingtonFirst, Alliance and Alliance Bank Corporation, as amended. The consideration to be received by Alliance shareholders is subject to a limited downward adjustment if Alliance’s shareholders’ equity as of December 31, 2011 declines by more than ten percent as of the month-end prior to consummation of the merger, less certain exclusions, as more fully set forth in the reorganization agreement.
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