WEST POINT, Va. and POWHATAN, Va., June 10, 2013 /PRNewswire/ -- C&F Financial Corporation ("C&F") (NASDAQ: CFFI), the one-bank holding company for Citizens and Farmers Bank (or C&F Bank), and Central Virginia Bankshares, Inc. ("CVB") (OTCQB: CVBK), the one-bank holding company for Central Virginia Bank, jointly announce the signing of a definitive merger agreement pursuant to which C&F will acquire CVB in an all-cash transaction valued at $0.32 per common share, or approximately $855 thousand in the aggregate. In addition, subject to final documentation, C&F will redeem for $3.35 million all of CVB's preferred stock and warrants issued to the U.S. Treasury under the Capital Purchase Program, which totaled $13.24 million including unpaid dividends as of March 31, 2013. After the acquisition of CVB, the combined company's total assets will approximate $1.35 billion and total deposits will approximate $1.0 billion. This will rank the combined company sixth in terms of deposit market share among all banks in the Richmond MSA and it will offer retail banking services to its customers through a network of 25 branches. In addition, C&F's capital position will continue to exceed regulatory capital ratios for a well-capitalized bank holding company. The merger agreement has been unanimously approved by the boards of directors of both companies. The transaction is expected to close in the fourth quarter of 2013, pending regulatory approvals, the approval of CVB's shareholders and other customary closing conditions. Larry G. Dillon, Chairman, President and CEO of C&F, will continue to hold these positions after the acquisition of CVB. Upon consummation of the transaction, Herbert E. Marth, President and CEO of CVB, will serve as a senior banking executive and will become a member of C&F Bank's Richmond Board. "We are excited for the opportunity to unite these two organizations, which share a common vision of superior customer service," said Dillon. "We look forward to welcoming the customers, teammates, and communities of CVB to the C&F family. The employees of CVB are proud to have served their constituents with integrity for almost 40 years. We will have a greatly enhanced presence in the growing Richmond area, enabling us to expand our personal and commercial customer base, while offering more products, locations, and services to both C&F and CVB customers." "The combination of these two great institutions will create the opportunity for our people to serve one of the best markets the Commonwealth has to offer," added Marth. "CVB already brings great banking products, advice, and service to the citizens and businesses of our communities and C&F has demonstrated a commitment to community similar to that of CVB. We are confident that partnering with C&F will provide the most positive outcome for CVB's customers, employees and shareholders."
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