and ARLINGTON, Va.,
Jan. 31, 2013
Shareholder rights attorneys
at Robbins Arroyo LLP are investigating the acquisition of Virginia Commerce Bancorp, Inc. (NASDAQ: VCBI) by United Bankshares, Inc. (NASDAQ:UBSI). Virginia Bancorp operates as the bank holding company for Virginia Commerce Bank, which provides business and consumer banking services in
and the Metropolitan
January 30, 2013
, United Bankshares announced that it had entered into an agreement to acquire all the outstanding stock of Virginia Bancorp. Pursuant to the agreement, Virginia Bancorp's shareholders will receive 0.5442 shares of United Bankshares stock for each share of Virginia Bancorp owned. The transaction has been approved by the board of directors of both companies and is expected to close in the third quarter of 2013.
The Board of Directors' Actions May Prevent Virginia Bancorp Shareholders from Receiving the Maximum Value for Their Stock
Robbins Arroyo LLP's investigation focuses on whether the board of directors at Virginia Bancorp is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in light of the proposed acquisition. The proposed acquisition price represents a mere 15% premium over Virginia Bancorp's closing price of
January 29, 2013
, the day before the transaction was announced. Similar regional bank mergers in the past year have resulted in significantly higher one-day premiums, ranging from 22% to 85%. Further, during the fourth quarter of 2012, the company experienced positive growth, with total loans increasing
, an annualized growth rate of 7.9%, and demand, savings, and interest-bearing deposits increasing
, an annualized growth rate of 13%. Also, as
Peter A. Converse
, President and CEO of Virginia Bancorp, noted, for the fourth quarter of 2012, not only were loans 30-89 days past due at their lowest levels in three years, but that quarterly net charge-offs were down to
, their lowest level since the first quarter of 2008.
Given these facts, the firm is examining the board of directors' decision to sell Virginia Bancorp now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.