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TowneBank and Village Bank and Trust Financial Corp. Receive Regulatory Approvals for Merger

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TowneBank (NASDAQ: TOWN) has secured regulatory approvals from the Federal Deposit Insurance and Virginia State Commission for its planned acquisition of Village Bank and Trust Financial Corp. (NASDAQCM: VBFC). The merger, which received over 86% shareholder approval at Village's special meeting on December 19, 2024, is expected to complete in early April 2025.

Post-merger, Village Bank locations will temporarily operate as 'Village Bank, a Division of TowneBank' until mid-June 2025, when core systems and operations will be integrated into TowneBank's infrastructure. This strategic merger aims to strengthen TowneBank's presence in the Richmond MSA while creating opportunities for revenue synergies with Towne Financial Services Group.

TowneBank (NASDAQ: TOWN) ha ottenuto le approvazioni normative dalla Federal Deposit Insurance e dalla Commissione dello Stato della Virginia per la sua prevista acquisizione di Village Bank and Trust Financial Corp. (NASDAQCM: VBFC). La fusione, che ha ricevuto oltre l'86% di approvazione da parte degli azionisti durante l'assemblea straordinaria di Village del 19 dicembre 2024, è prevista per essere completata all'inizio di aprile 2025.

Dopo la fusione, le sedi di Village Bank opereranno temporaneamente come 'Village Bank, una divisione di TowneBank' fino a metà giugno 2025, quando i sistemi e le operazioni principali saranno integrati nell'infrastruttura di TowneBank. Questa fusione strategica mira a rafforzare la presenza di TowneBank nell'MSA di Richmond, creando opportunità per sinergie di ricavi con il Towne Financial Services Group.

TowneBank (NASDAQ: TOWN) ha obtenido las aprobaciones regulatorias de la Federal Deposit Insurance y de la Comisión del Estado de Virginia para su planificada adquisición de Village Bank and Trust Financial Corp. (NASDAQCM: VBFC). La fusión, que recibió más del 86% de aprobación de los accionistas en la reunión especial de Village el 19 de diciembre de 2024, se espera que se complete a principios de abril de 2025.

Tras la fusión, las ubicaciones de Village Bank operarán temporalmente como 'Village Bank, una división de TowneBank' hasta mediados de junio de 2025, cuando los sistemas y operaciones centrales se integren en la infraestructura de TowneBank. Esta fusión estratégica tiene como objetivo fortalecer la presencia de TowneBank en el MSA de Richmond, al tiempo que crea oportunidades para sinergias de ingresos con el Towne Financial Services Group.

타운은행 (NASDAQ: TOWN)빌리지 뱅크 앤 트러스트 파이낸셜 코퍼레이션 (NASDAQCM: VBFC)의 계획된 인수에 대해 연방 예금 보험 및 버지니아 주 위원회로부터 규제 승인을 받았습니다. 2024년 12월 19일 빌리지의 특별 회의에서 86% 이상의 주주 승인을 받은 이 합병은 2025년 4월 초에 완료될 것으로 예상됩니다.

합병 후, 빌리지 뱅크 지점은 2025년 6월 중순까지 '타운은행의 한 부서인 빌리지 뱅크'로 임시 운영되며, 그때까지 핵심 시스템과 운영이 타운은행의 인프라에 통합될 예정입니다. 이 전략적 합병은 리치먼드 MSA에서 타운은행의 존재를 강화하고 타운 파이낸셜 서비스 그룹과의 수익 시너지를 창출하는 것을 목표로 하고 있습니다.

TowneBank (NASDAQ: TOWN) a obtenu des approbations réglementaires de la Federal Deposit Insurance et de la Commission de l'État de Virginie pour son acquisition prévue de Village Bank and Trust Financial Corp. (NASDAQCM: VBFC). La fusion, qui a reçu plus de 86 % d'approbation des actionnaires lors de l'assemblée extraordinaire de Village le 19 décembre 2024, devrait être finalisée début avril 2025.

Après la fusion, les agences de Village Bank fonctionneront temporairement comme 'Village Bank, une division de TowneBank' jusqu'à la mi-juin 2025, lorsque les systèmes et opérations principaux seront intégrés dans l'infrastructure de TowneBank. Cette fusion stratégique vise à renforcer la présence de TowneBank dans la MSA de Richmond tout en créant des opportunités de synergies de revenus avec le Towne Financial Services Group.

TowneBank (NASDAQ: TOWN) hat regulatorische Genehmigungen von der Federal Deposit Insurance und der Kommission des Bundesstaates Virginia für die geplante Übernahme von Village Bank and Trust Financial Corp. (NASDAQCM: VBFC) erhalten. Die Fusion, die bei der außerordentlichen Hauptversammlung von Village am 19. Dezember 2024 über 86% der Zustimmung der Aktionäre erhielt, wird voraussichtlich Anfang April 2025 abgeschlossen sein.

Nach der Fusion werden die Standorte der Village Bank vorübergehend als 'Village Bank, eine Abteilung von TowneBank' bis Mitte Juni 2025 betrieben, wenn die Kernsysteme und -operationen in die Infrastruktur von TowneBank integriert werden. Diese strategische Fusion zielt darauf ab, die Präsenz von TowneBank im Richmond MSA zu stärken und gleichzeitig Chancen für Umsatzsynergien mit der Towne Financial Services Group zu schaffen.

Positive
  • Expansion into Richmond MSA market
  • Strong shareholder support with 86% approval
  • Potential revenue synergies with Towne Financial Services Group
Negative
  • Integration costs and operational risks during systems conversion

SUFFOLK, Va. and MIDLOTHIAN, Va., March 11, 2025 (GLOBE NEWSWIRE) -- Hampton Roads based TowneBank (NASDAQ: TOWN) and Village Bank and Trust Financial Corp. (NASDAQCM: VBFC) (“Village”) today announced that the Federal Deposit Insurance Corporation and the Virginia State Corporation Commission have approved the regulatory applications filed in connection with TowneBank’s acquisition of Village and its wholly-owned subsidiary, Village Bank. In addition to the parties receiving all required regulatory approvals, the merger received the approval of Village’s shareholders, with more than 86% of the outstanding shares voting for the merger at Village’s special meeting of shareholders held on December 19, 2024.

The merger is expected to be completed at the beginning of April 2025, subject to the satisfaction of customary closing conditions contained in the merger agreement. Following the merger, the Village Bank locations will operate as “Village Bank, a Division of TowneBank” until mid-June 2025, when the core systems and operations of Village Bank are scheduled to be converted into those of TowneBank.

The merger will enhance TowneBank’s continued and growing presence in the Richmond MSA while providing opportunity for diverse revenue synergies with Towne Financial Services Group.

About TowneBank:
Founded in 1999, TowneBank is a company built on relationships, offering a full range of banking and other financial services, with a focus of serving others and enriching lives.  Dedicated to a culture of caring, Towne values all employees and members by embracing their diverse talents, perspectives, and experiences.

Today, TowneBank operates over 50 banking offices throughout Hampton Roads and Central Virginia, as well as Northeastern and Central North Carolina – serving as a local leader in promoting the social, cultural, and economic growth in each community.  Towne offers a competitive array of business and personal banking solutions, delivered with only the highest ethical standards. Experienced local bankers providing a higher level of expertise and personal attention with local decision-making are key to the TowneBank strategy.  TowneBank has grown its capabilities beyond banking to provide expertise through its affiliated companies that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices RW Towne Realty, Towne 1031 Exchange, LLC, and Towne Vacations. With total assets of $17.25 billion as of December 31, 2024, TowneBank is one of the largest banks headquartered in Virginia.

About Village Bank and Trust Financial Corp.
Headquartered in Midlothian, Virginia, Village Bank and Trust Financial Corp. is the holding company for Village Bank. Village Bank was founded in 1999 and operates nine branch offices serving the greater Richmond Metropolitan area and Williamsburg, Virginia. Village Bank and Trust Financial Corp. had total assets of $756.1 million as of December 31, 2024. Additional information is available at the company’s website, http://www.villagebank.com.

Media contact:
G. Robert Aston, Jr., Executive Chairman, TowneBank, 757-638-6780
William I. Foster III, Chief Executive Officer, TowneBank, 757-417-6482
James E. Hendricks Jr., Chief Executive Officer, Village Bank and Trust Financial Corp., 804-419-1253

Investor contact:
William B. Littreal, Chief Financial Officer, TowneBank, 757-638-6813
Deborah M. Golding, Vice President, Village Bank and Trust Financial Corp., 804-897-3900

Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent only the beliefs, expectations, or opinions of TowneBank and Village and their respective management teams regarding future events, many of which, by their nature, are inherently uncertain and beyond the control of TowneBank and Village. Forward-looking statements may be identified by the use of such words as: “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional terms, such as “will,” “would,” “should,” “could,” “may,” “likely,” “probably,” or “possibly.” These statements may address issues that involve significant risks, uncertainties, estimates, and assumptions made by management, including statements about (i) the benefits of the transaction, including future financial and operating results, cost savings, enhancement to revenue and accretion to reported earnings that may be realized from the transaction and (ii) TowneBank’s and Village’s plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts. In addition, these forward-looking statements are subject to various risks, uncertainties, estimates and assumptions with respect to future business strategies and decisions that are subject to change and difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Although TowneBank’s and Village’s respective management teams believe that estimates and assumptions on which forward-looking statements are based are reasonable, such estimates and assumptions are inherently uncertain. As a result, actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the business of Village and Village Bank may not be successfully integrated into TowneBank, or such integration may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the transaction may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the transaction, including adverse effects on relationships with employees and customers, may be greater than expected; (4) economic, legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which TowneBank and Village are engaged; (5) competitive pressures in the banking industry that may increase significantly; (6) changes in the interest rate environment that may reduce margins and/or the volumes and values of loans made or held as well as the value of other financial assets held; (7) an unforeseen outflow of cash or deposits or an inability to access the capital markets, which could jeopardize TowneBank’s or Village’s overall liquidity or capitalization; (8) changes in the creditworthiness of customers and the possible impairment of the collectability of loans; (9) insufficiency of TowneBank’s or Village’s allowance for credit losses due to market conditions, inflation, changing interest rates or other factors; (10) adverse developments in the financial industry generally, such as the 2023 bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior; (11) general economic conditions, either nationally or regionally, that may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit or other services; (12) geopolitical instability, including wars, conflicts, trade restrictions and tariffs, civil unrest, and terrorist attacks and the potential impact, directly or indirectly, on TowneBank’s or Village’s business; (13) the effects of weather-related or natural disasters, which may negatively affect TowneBank’s or Village’s operations and/or loan portfolio and increase the cost of conducting business; (14) public health events (such as the COVID-19 pandemic) and governmental and societal responses to them; (15) changes in the legislative or regulatory environment, including changes in accounting standards and tax laws, that may adversely affect TowneBank’s or Village’s businesses; (16) cybersecurity threats or attacks, whether directed at us or at vendors or other third parties with which we interact, the implementation of new technologies, and the ability to develop and maintain reliable electronic systems; (17) competitors may have greater financial resources and develop products that enable them to compete more successfully; (18) changes in business conditions; (19) changes in the securities market; and (20) changes in the local economies with regard to TowneBank’s and Village’s respective market areas.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in TowneBank’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Federal Deposit Corporation and Village’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the U.S. Securities and Exchange Commission. TowneBank and Village undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.


FAQ

When will TowneBank (TOWN) complete its merger with Village Bank?

The merger is expected to complete in early April 2025, subject to customary closing conditions.

What percentage of Village Bank shareholders approved the TOWN merger?

Over 86% of Village Bank's outstanding shares voted in favor of the merger at the December 19, 2024 special meeting.

How long will Village Bank operate under its brand after the TOWN merger?

Village Bank will operate as 'Village Bank, a Division of TowneBank' until mid-June 2025, when systems and operations will be fully integrated.

Which regulatory approvals did TowneBank (TOWN) receive for the Village Bank merger?

TowneBank received approvals from the Federal Deposit Insurance and the Virginia State Commission.
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