United Bankshares, Inc. (NASDAQ: UBSI) and Virginia Commerce Bancorp, Inc. (NASDAQ: VCBI) announced today that they have entered into a joint waiver and agreement with respect to the Agreement and Plan of Reorganization, dated as of January 29, 2013, as amended, among United Bankshares, Inc. (“United”), its subsidiary George Mason Bankshares, Inc. (“George Mason”) and Virginia Commerce Bancorp, Inc. (“Virginia Commerce”) to (1) extend from November 30, 2013 to January 31, 2014 the termination date for the merger agreement, and (2) establish January 31, 2014 as the closing date for the merger (the “Merger”) of Virginia Commerce with and into George Mason consistent with the currently scheduled data conversion.
On October 17, 2013 and October 21, 2013, respectively, the Merger was approved by the shareholders of Virginia Commerce and United, respectively. United and Virginia Commerce have received regulatory approval for the Merger from the Virginia State Corporation Commission, but have not yet received regulatory approval from the Board of Governors of the Federal Reserve System.
The targeted January 31, 2014 closing date would coordinate closing the Merger of Virginia Commerce with and into George Mason with the planned consolidation (including data conversion) of Virginia Commerce Bank, a wholly owned subsidiary of Virginia Commerce, with and into United Bank, a wholly owned subsidiary of George Mason.
Richard M. Adams, Chairman and Chief Executive Officer of United, stated: “United and Virginia Commerce are pleased to announce that we have agreed to extend our merger termination date and closing date to January 31, 2014, which is also the date of our data conversion. Our merger has now been approved by the shareholders of both companies and by the Virginia State Corporation Commission. We are looking forward to having the largest community bank headquartered in the Washington, D.C. MSA.”Cautionary Statements Regarding Forward-Looking Information This press release may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements about the Merger between Virginia Commerce Bancorp, Inc. and United Bankshares, Inc. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.