• Skip to primary navigation
  • Skip to main content
  • Skip to primary sidebar
  • Skip to footer
Operating Out of the DC Metro Area
703.436.4740
  • Investor Relations
  • Blog
  • Careers
  • Press
  • Announcements
FVCbank: One Bank. Unlimited Possibilities.

FVCbank

One Bank. Unlimited Possibilities.

Business Account Personal Account
  • About
    • Community Banking
    • Community Involvement
    • Directors
    • Executive Management
    • Governance Documents
    • Investor Relations
    • Mortgage Partner
  • Business
    • Checking Accounts
    • Savings Accounts
    • Business Credit Cards
    • Government Contractor 
    • Insurance Products
    • Commercial Lending Products
    • Merchant Services Program
    • Employee Programs
    • Order New Checks
    • Treasury Management
  • Personal
    • Checking Accounts
    • Savings Accounts
    • Personal Credit Cards
    • Health Savings Accounts
    • Insurance Products
    • Loan Products
    • Home Equity Line of Credit (HELOC)
    • Retirement Accounts
    • Order New Checks
  • Digital
    • Zelle®
  • Interest Rates
  • Find A Branch
  • Contact
  • Account Login
    • Online Banking
    • Cash Management
  • Resources
    • Investor Relations
    • Blog
    • Career Opportunities
    • Press
    • Announcements
› Press Releases › FVCbank To Acquire 1st Commonwealth Bank Of Virginia

FVCbank To Acquire 1st Commonwealth Bank Of Virginia

June 13, 2012

FVCbank Completes Acquisition of 1st Commonwealth

For Immediate Release — June 13, 2012

FVCbank (“FVCbank”) and 1st Commonwealth Bank of Virginia (“1st Commonwealth”) today announced that they have entered into a definitive merger agreement (the “Agreement”) pursuant to which 1st Commonwealth will be merged with and into FVCbank, with FVCbank being the surviving bank, and all the outstanding shares of 1st Commonwealth common stock will be converted into shares of FVCbank common stock.

The merger is structured as a stock-for-stock transaction, under which 1st Commonwealth shareholders will receive 0.22923 shares (the “Conversion Ratio”) of FVCbank common stock for each share of 1st Commonwealth common stock, subject to adjustment based upon certain factors, including potential operating losses of 1st Commonwealth, set forth in the Agreement. The transaction has an estimated current value of $3.698 million, representing approximately 97.6% of the March 31, 2012 book value of 1st Commonwealth. The value of the transaction at closing will be dependent on the amount of adjustments to the Conversion Ratio, but is expected to be lower given the continuing operating losses anticipated at 1st Commonwealth.

As of March 31, 2012, FVCbank had $274.518 million in assets, $232.971 million of deposits and $34.916 million in shareholder equity, and 1st Commonwealth had $57.354 million in assets, $51.386 million of deposits and $3.790 million in shareholder equity. FVCbank expects that the transaction will be accretive to its earnings within twelve months following the closing of the merger.

The merger is expected to close in the fourth quarter of 2012. It has been approved by the boards of directors of both banks and is subject to the approval by common shareholders of 1st Commonwealth, the approval of the regulatory authorities, and the satisfaction or waiver of the conditions to closing and covenants of each of the parties contained in the Agreement.

David W. Pijor, Chairman of the Board of Directors and Chief Executive Officer of FVCbank, said “We are extremely excited about this transaction, which will bring FVCbank its fourth full service banking office, our first in the ever important Arlington market, and over $50 million of quality assets and deposits, enabling us to continue our growth and expansion in an efficient manner. I am very pleased to be able to work with Sid Simmonds, Chairman of 1st Commonwealth, who will join our board of directors, and who I believe will be a valuable source of relationships for FVCbank.”

Sidney G. Simmonds, Chairman of 1st Commonwealth, said “We believe that the opportunity to combine with FVCbank is very attractive for the shareholders of 1st Commonwealth. FVCbank’s ability to grow, establish profitable operations, and to raise capital in difficult capital market conditions make it a formidable competitor. The addition of 1st Commonwealth to its footprint will help it to continue its growth and ability to be a player in the Northern Virginia community bank market.”

Scott & Stringfellow LLC served as financial advisor, and BuckleySandler LLP served as legal counsel, to FVCbank.

1st Commonwealth was advised by Milestone Advisors LLC as financial advisor, and Elias, Matz, Tiernan & Herrick LLP as legal counsel.

Forward-looking Statements: This press release contains forward-looking statements within the meaning of the Securities and Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of FVCbank’s operations and policies and regarding general economic conditions. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger and (ii) the parties’ plans, obligations, expectations and intentions. In some cases, forward-looking statements can be identified by use of words such as “may,” “will,” “anticipates,” “believes,” “expects,” “plans,” “estimates,” “potential,” “continue,” “should,” and similar words or phrases. These statements are based upon the beliefs of the respective managements of FVCbank and 1st Commonwealth as to the expected outcome of future events, current and anticipated economic conditions, nationally and in the parties’ market, and their impact on the operations and assets of the parties, interest rates and interest rate policy, competitive factors, judgments about the ability of the parties to successfully consummate the merger and to integrate the operations of the two companies, the ability of the two companies to avoid customer dislocation during the period leading up to and following the merger, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Factors that could cause results and outcomes to differ materially include, among others, the ability to obtain required regulatory and shareholder approvals; the ability to complete the merger as expected and within the expected timeframe; and the possibility that one or more of the conditions to the completion of the merger may not be satisfied. Because of these uncertainties and the assumptions on which this discussion and the forward- looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on such forward-looking statements. Past results are not necessarily indicative of future performance. FVCbank and 1st Commonwealth assume no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this release.

  • Download a PDF of this Press Release

Primary Sidebar

Banking Hours

9am — 5pm EST
Monday — Friday
703.436.4740

If your debit card is lost or stolen after hours, please call us for assistance: 703.436.4740

Contact Us

Branch Locations

Conveniently located in your
neighborhood, we are right
around the corner.

Find a Branch

Footer

Contact Us

Headquarters:
  • 11325 Random Hills Road
  • Suite 240
  • Fairfax, VA 22030
Phone: 703.436.4740
Routing Number: 056009505
Social Icon
Social Icon
FVCbank Member FDIC

Download Our Mobile App

Business
Apple Store Badge
Google Play Badge
Personal
Apple Store Badge
Google Play Badge

Business Banking

  • Checking Accounts
  • Savings Accounts
  • Business Credit Cards
  • Government Contractor
  • Insurance Products
  • Commercial Lending Products
  • Merchant Services Program
  • Employee Programs
  • Order New Checks
  • Treasury Management

Personal Banking

  • Checking Accounts
  • Savings Accounts
  • Personal Credit Cards
  • Insurance Products
  • Loan Products
  • Home Equity Line of Credit (HELOC)
  • Retirement Accounts
  • Health Savings Accounts (HSAs)
  • Order New Checks

Quick Links

  • Press Releases
  • Online Security
  • About FVCbank
  • Forms
  • Privacy Policy
  • Accessibility
  • Mobile Banking Best Practices

© 2023 FVCbank · Powered by 321 Web Marketing