First National Corporation and Touchstone Bankshares, Inc. Announce Receipt of Shareholders Approvals for Merger
First National (NASDAQ: FXNC) and Touchstone Bankshares, Inc. (OTCPK: TSBA) have received shareholder approval for their previously announced merger. The all-stock transaction, approved on August 29, 2024, will see Touchstone merge into First National, with Touchstone Bank subsequently merging into First Bank. This strategic move, expected to be finalized in Q4 2024, marks a significant development in the banking sector, potentially enhancing First National's market presence and operational capabilities. The merger's approval by shareholders of both companies indicates strong support for the strategic direction and anticipated benefits of the combined entity.
First National (NASDAQ: FXNC) e Touchstone Bankshares, Inc. (OTCPK: TSBA) hanno ricevuto l'approvazione degli azionisti per la fusione precedentemente annunciata. La transazione completamente in azioni, approvata il 29 agosto 2024, prevede la fusione di Touchstone in First National, con la successiva fusione di Touchstone Bank in First Bank. Questo movimento strategico, previsto per essere concluso nel quarto trimestre del 2024, rappresenta uno sviluppo significativo nel settore bancario, potenzialmente aumentando la presenza sul mercato e le capacità operative di First National. L'approvazione della fusione da parte degli azionisti di entrambe le aziende indica un forte supporto per la direzione strategica e i benefici attesi dell'entità combinata.
First National (NASDAQ: FXNC) y Touchstone Bankshares, Inc. (OTCPK: TSBA) han recibido la aprobación de los accionistas para su fusión previamente anunciada. La transacción en acciones, aprobada el 29 de agosto de 2024, verá a Touchstone fusionarse con First National, y luego Touchstone Bank se fusionará con First Bank. Este movimiento estratégico, que se espera finalizar en el cuarto trimestre de 2024, marca un desarrollo significativo en el sector bancario, potenciando la presencia en el mercado y las capacidades operativas de First National. La aprobación de la fusión por parte de los accionistas de ambas compañías indica un fuerte apoyo para la dirección estratégica y los beneficios anticipados de la entidad combinada.
퍼스트 내셔널(NASDAQ: FXNC)과 터치스톤 뱅크쉐어스, Inc. (OTCPK: TSBA)는 이전에 발표된 합병에 대한 주주 승인을 받았습니다. 2024년 8월 29일에 승인된 전액 주식 거래로, 터치스톤이 퍼스트 내셔널과 합병되며, 이어서 터치스톤 뱅크가 퍼스트 뱅크와 합병됩니다. 이 전략적 움직임은 2024년 4사분기 완료될 예정이며, 은행 부문에서 중요한 발전을 나타내고 퍼스트 내셔널의 시장 존재와 운영 능력을 향상시킬 가능성이 있습니다. 두 회사의 주주들이 합병을 승인한 것은 통합된 실체의 전략적 방향과 예상되는 이점에 대한 강력한 지지를 나타냅니다.
First National (NASDAQ: FXNC) et Touchstone Bankshares, Inc. (OTCPK: TSBA) ont reçu l'approbation des actionnaires pour leur fusion précédemment annoncée. La transaction entièrement en actions, approuvée le 29 août 2024, verra Touchstone fusionner avec First National, tandis que Touchstone Bank fusionnera par la suite avec First Bank. Ce mouvement stratégique, qui devrait être finalisé au quatrième trimestre de 2024, constitue un développement significatif dans le secteur bancaire, susceptible d'améliorer la présence sur le marché et les capacités opérationnelles de First National. L'approbation de la fusion par les actionnaires des deux entreprises indique un fort soutien à la direction stratégique et aux avantages anticipés de l'entité combinée.
First National (NASDAQ: FXNC) und Touchstone Bankshares, Inc. (OTCPK: TSBA) haben die Genehmigung der Aktionäre für ihre zuvor angekündigte Fusion erhalten. Die ganz auf Aktien basierende Transaktion, die am 29. August 2024 genehmigt wurde, sieht vor, dass Touchstone mit First National fusioniert und anschließend die Touchstone Bank mit der First Bank fusioniert. Dieser strategische Schritt, der im vierten Quartal 2024 finalisiert werden soll, stellt eine bedeutende Entwicklung im Bankensektor dar, die potenziell die Marktpräsenz und die operativen Fähigkeiten von First National verbessern kann. Die Genehmigung der Fusion durch die Aktionäre beider Unternehmen weist auf eine starke Unterstützung für die strategische Richtung und die erwarteten Vorteile der fusionierten Einheit hin.
- Shareholder approval received for the merger, indicating strong investor support
- All-stock transaction structure, potentially preserving cash resources
- Expansion of First National's market presence through acquisition of Touchstone's operations
- Potential integration challenges and costs associated with merging two banking entities
- Possible short-term disruptions to operations during the merger process
Insights
The shareholder approvals for the merger between First National and Touchstone Bankshares mark a significant milestone in the consolidation process. This merger, expected to close in Q4 2024, could potentially create synergies and cost efficiencies for the combined entity. For investors, this development signals progress towards market expansion and possibly improved financial performance in the future. However, it's important to monitor the integration process and any potential cultural clashes that may arise post-merger. The all-stock transaction structure suggests confidence in the combined entity's future prospects but may lead to dilution for existing shareholders. Investors should watch for updates on projected cost savings and revenue synergies as the merger completion date approaches.
The shareholder approvals represent a critical legal hurdle cleared in the merger process. This step significantly reduces the risk of shareholder litigation that could have potentially derailed or delayed the transaction. However, investors should note that regulatory approvals, particularly from banking authorities, are still pending. These approvals will scrutinize the merger's impact on market competition and consumer interests. The expected Q4 2024 completion suggests confidence in obtaining these approvals, but any regulatory challenges could still affect the timeline. It's also worth noting that the all-stock structure of the deal may have tax implications for shareholders, which should be carefully considered. As the merger progresses, watch for any disclosure updates or amendments to the merger agreement that could impact shareholder rights or deal terms.
STRASBURG, Va. and PRINCE GEORGE, Va., Sept. 03, 2024 (GLOBE NEWSWIRE) -- At separate shareholder meetings held on August 29, 2024, First National Corporation (NASDAQ: FXNC) (the “Company” or “First National”), the bank holding company of First Bank, and Touchstone Bankshares, Inc. (“Touchstone”) (OTCPK: TSBA), the bank holding company of Touchstone Bank, received the required approval of each company’s shareholders to consummate the previously announced merger of Touchstone with and into First National in an all-stock transaction (the “Merger”). Immediately following the Merger, Touchstone Bank would then merge with and into First Bank. The parties expect the Merger to be effective in the fourth quarter of 2024.
ABOUT FIRST NATIONAL CORPORATION
First National Corporation (NASDAQ: FXNC) is the parent company and bank holding company of First Bank (the “Bank”), a community bank that first opened for business in 1907 in Strasburg, Virginia. The Bank offers loan and deposit products and services through its website, www.fbvirginia.com, its mobile banking platform, a network of ATMs located throughout its market area, a loan production office, a customer service center in a retirement community, and 20 bank branch office locations located throughout the Shenandoah Valley, the central regions of Virginia, the Roanoke Valley, and in the city of Richmond. In addition to providing traditional banking services, the Bank operates a wealth management division under the name First Bank Wealth Management. The Bank also owns First Bank Financial Services, Inc., which owns an interest in an entity that provides title insurance services.
ABOUT TOUCHSTONE BANKSHARES, INC.
Touchstone Bankshares, Inc., (OTCPK: TSBA) is the parent company and bank holding company of Touchstone Bank, which is headquartered in Prince George, Virginia, and has been a leading financial services provider in the south-central Virginia region since 1906 and more recently has operated in northern North Carolina. Touchstone Bank offers a full range of banking products through twelve full‐service branches, two loan centers, twelve ATM locations, and offers online deposit account opening, online real estate and consumer loan applications, online banking, mobile banking and 24/7 telephone banking. Touchstone Bank is a Member FDIC, Equal Housing Lender, and Equal Opportunity Employer.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to First National’s and Touchstone’s respective plans, objectives, expectations and intentions and other statements that are not historical facts, and other statements identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” and “projects,” as well as similar expression. Although each party believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties. For details on factors that could affect expectations, future events, or results, see the risk factors and other cautionary language included in First National’s Annual Report on Form 10-K for the year ended December 31, 2023, and other filings with the Securities and Exchange Commission (the “SEC”).
Additional risks and uncertainties may include, but are not limited to: (1) the risk that the cost savings and any revenue synergies from the proposed Merger may not be realized or take longer than anticipated to be realized, including due to the state of the economy or other competitive factors in the areas in which the parties operate, (2) disruption from the proposed Merger of customer, supplier, employee or other business partner relationships, including diversion of management's attention from ongoing business operations and opportunities due to the proposed merger, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the possibility that the costs, fees, expenses and charges related to the proposed Merger may be greater than anticipated, (5) reputational risk and the reaction of each of the parties’ customers, suppliers, employees or other business partners to the proposed merger, (6) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the proposed Merger, (7) the risks relating to the integration of Touchstone’s operations into the operations of First National, including the risk that such integration will be materially delayed or will be more costly or difficult than expected, (8) the risk of potential litigation or regulatory action related to the proposed Merger, (9) the risk of expansion into new geographic or product markets, (10) the dilution caused by First National’s issuance of additional shares of its common stock in the proposed Merger, and (11) general competitive, economic, political and market conditions. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the joint proxy statement of First National and Touchstone and the prospectus of First National regarding the Merger that was filed with the SEC on July 9, 2024 pursuant to Rule 424(b)(3) by First National and in First National’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov). All subsequent written and oral forward-looking statements concerning First National, Touchstone or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither First National nor Touchstone undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
CONTACTS
| Scott C. Harvard | James R. Black | |
| President and CEO First National Corporation | President and CEO Touchstone Bankshares, Inc. | |
| (540) 465-9121 | (804) 324-7384 | |
| sharvard@fbvirginia.com | james.black@touchstone.bank |
FAQ
When did shareholders approve the merger between First National (FXNC) and Touchstone Bankshares?
What is the expected completion date for the merger between First National (FXNC) and Touchstone Bankshares?
What type of transaction is the merger between First National (FXNC) and Touchstone Bankshares?
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