June 10 - Union First Market Bankshares Corp. (Nasdaq: UBSH or Union) and StellarOne Corporation (Nasdaq: STEL or StellarOne) has announced the signing of a definitive merger agreement, pursuant to which Union will acquire StellarOne, creating the largest community banking institution in the Commonwealth of Virginia.
Based on financials reported on March 31, 2013, the combined companies would have total assets of $7.1 billion, deposits of $5.8 billion and loans of $5.2 billion. Union will operate in all major Virginia markets, deepening its presence in its current footprint and expanding in key trade areas and, on a pro forma basis, will have the fifth largest branch network in Virginia. The company will retain the Union name and corporate headquarters will remain in Richmond.
"We are excited about the opportunity to bring our organizations together and establish the next great Virginia bank. We have long believed that the combination of Union and StellarOne would be powerful. Our combined statewide footprint coupled with our shared commitment to exceptional service positions us as a strong competitor against large regional institutions and smaller community banks alike," said G. William Beale, CEO of Union. "The combination of two of Virginia's largest community banks provides Union with the growth and synergies to continue to deliver a best in class customer experience, offer superior financial services and solutions, provide a rewarding experience for our teammates and generate top-tier financial performance for our shareholders."
"The combination of our two great Virginia based institutions provides tremendous new opportunities for our customers, shareholders and employees. This transaction marks a significant milestone for banking in Virginia," said O. R. Barham Jr., president and CEO of StellarOne. "The compatible culture of our two organizations makes this partnership a natural fit. We both are deeply committed to our communities and this merger will allow us to better serve current and future customers in markets across the Commonwealth."
Union's current executive management, led by Beale, will form the core of the company's leadership team. The Union board of directors will expand to 19 members, and will be comprised of 11 members from the current Union Board and eight members from the StellarOne board. Current StellarOne Chairman Raymond D. Smoot Jr. will serve as chairman of the combined company and current Union Chairman Ronald L. Hicks will serve as vice chairman. Barham will retire as previously announced, with his retirement effective on closing of the merger.
Under the terms of the agreement, common shareholders of StellarOne will receive 0.9739 shares of Union common stock for each share of StellarOne. This implies a deal value per share of $19.50 or approximately $445.1 million in the aggregate based on Union's closing stock price of $20.02 on June 7, 2013.
In consideration of the merger, extensive due diligence was performed by both companies over a four-week period. Under the proposed terms, the transaction is expected to be accretive to Union's earnings per share in 2014 and thereafter. Further it is anticipated that the transaction will be immediately accretive to Union's capital ratios and result in capital levels well in excess of regulatory minimums.
The merger agreement has been unanimously approved by the board of directors of each company. The companies expect to consummate the transaction on or around Jan. 1, 2014, subject to customary closing conditions, including regulatory and shareholder approvals.