United Bankshares, Inc. (“United”) (NASDAQ: UBSI) Chairman and Chief Executive Officer, Richard M. Adams, announced the signing of a definitive merger agreement with Virginia Commerce Bancorp, Inc. (“VCBI”). The acquisition of VCBI will afford United the opportunity to significantly enhance its existing footprint in the Washington, D.C. Metropolitan Statistical Area. Since 1982, United has completed and effectively integrated 28 acquisitions.
VCBI, which is headquartered in Arlington, Virginia, has $2.8 billion in assets and 28 banking offices, one residential mortgage origination office and one wealth management office. VCBI locations are in the Northern Virginia suburbs of Washington, D.C. With the acquisition of VCBI, United’s assets will grow to approximately $11.2 billion.
United will acquire 100% of the outstanding shares of VCBI in exchange for common shares of United. The exchange ratio will be fixed at 0.5442 of United’s shares for each share of VCBI which equates to a deal value of $14.00 per share, or approximately $490.6 million in the aggregate, based on United’s ten-day average closing price of $25.73 as of January 29, 2013. The transaction, which has been unanimously approved by both United’s and VCBI’s Boards of Directors, is expected to close in the third quarter of 2013, pending regulatory approvals and the approval of United’s and VCBI’s shareholders.
The aggregate consideration of the transaction is approximately $490.6 million based on VCBI’s common shares outstanding, plus outstanding options and warrants. The announced price represents a premium of 15% over VCBI’s closing price on January 29, 2013, and 1.82 times VCBI’s tangible book value at December 31, 2012.
Adams stated, “We are very excited about our merger with VCBI, which creates the leading independent community bank operating throughout the most attractive markets in Northern Virginia and Washington, D.C. VCBI is a well-run banking franchise and will be a great partner for United.”