Cardinal Financial Corporate Announces Plans to Acquire United Financial Banking Companies, Inc.
Buckley Sandler LLP is acting as legal advisor to UFBC.
TYSONS CORNER, Va.--(BUSINESS WIRE)--
Cardinal Financial Corporation (CFNL) (“Cardinal” or the “Company”), the holding company of Cardinal Bank, announced today the signing of a definitive merger agreement under which Cardinal will acquire United Financial Banking Companies, Inc. (UFBC) (“UFBC”), the holding company of The Business Bank (“TBB”), for $38.26 per share.
TBB, headquartered in Vienna, Virginia, currently operates eight (8) banking locations in northern Virginia. As of June 30, 2013, TBB had assets of $331 million, gross loans of $228 million and deposits of $300 million. Based on June 30, 2013 financial statements, the combined organization will have approximately $3.2 billion in assets, $2.1 billion in gross loans held for investment and $2.4 billion in deposits. The merger will solidify Cardinal as the largest community bank headquartered in the northern Virginia market and will be accretive to earnings per share in the first full year. Harold C. Rauner, TBB’s Chief Executive Officer, will join Cardinal as a regional president of Cardinal Bank at closing.
Cardinal’s Chairman and CEO, Bernard Clineburg said, “We have always held The Business Bank in high regard and Harry as one of the top local bankers. He has led The Business Bank conservatively resulting in a fundamentally strong balance sheet, with a focus on providing high quality personalized service to its clients. We have looked at a number of potential acquisitions in and outside of our current markets and found that TBB is an excellent fit. With TBB we will expand our market share, earnings growth and balance sheet.”
TBB’s President and CEO, Harry Rauner said, “Bernard Clineburg and the Cardinal Team have built an organization whose strong fundamentals and great customer service are consistent with our own culture and manner of conducting business. These factors, the opportunity for growth for our shareholders and our employees, and expanded products and services for our customers made Cardinal a compelling choice.”
The acquisition is expected to close in the first quarter of 2014 and is subject to UFBC shareholder approval, regulatory approval and other conditions set forth in the merger agreement. Pursuant to the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, UFBC common shareholders will receive 1.154 shares of Cardinal common stock plus $19.13 in cash for each share of UFBC common stock, for an aggregate transaction value of approximately $51.7 million, excluding stock options and warrants. Subject to the receipt of requisite approvals, UFBC will redeem all of its Small Business Lending Fund preferred stock held by the U.S. Treasury prior to closing.
Raymond James & Associates, Inc. is acting as financial advisor to Cardinal and Sandler O’Neill + Partners, L.P. is acting as financial advisor to UFBC. LeClairRyan is acting as legal advisor to Cardinal and Buckley Sandler, LLP is acting as legal advisor to UFBC.