Virginia Heritage Bank (fka VGBK)

[Renee]

VGBK: Finra deleted symbol. Merged with EagleBank (EGBN). Each share of Virginia Heritage common stock has been converted into 0.6632 shares of Eagle common stock and $7.50 in cash, as a result of the merger.

http://www.otcbb.com/asp/dailylist_detail.asp?d=11/03/2014&mkt_ctg=NON-OTCBB

[56Chevy]

Eagle Bancorp and Virginia Heritage Bank Announce Merger Agreement

Date : 06/09/2014 @ 6:38PM
Source : GlobeNewswire Inc.
Stock : Virginia Heritage Bank (fairfax Va) (QB) (VGBK)
Quote : $27.60 5.94 (27.42%) @ 12:43PM

On June 9, 2014, Eagle Bancorp, Inc. ("Eagle") (Nasdaq:EGBN), the parent company of EagleBank ("EagleBank"), and Virginia Heritage Bank ("VHB") (OTCQB:VGBK) announced that they have entered into a definitive agreement (the "Agreement") pursuant to which VHB will be merged into EagleBank, with EagleBank being the surviving institution. The merger will accelerate Eagle's growth with the addition of VHB's 6 branches, which are all located in the attractive Northern Virginia market. At March 31, 2014, VHB had approximately $917.4 million in assets, $715.8 million in net loans and $737.1 million in deposits.

Under the Agreement, as illustrated in the table below, each VHB shareholder will be entitled to receive a combination of Eagle common stock and cash for each share of VHB common stock they own. So long as the average closing price of a share of Eagle common stock over a 20 trading day period ending five trading days prior to closing (the "Eagle Average Price") is at least $29.00 and not more than $35.50, then each share of VHB common stock would be converted into the right to receive shares of Eagle common stock having a value, based on the Eagle Average Price, of $21.50 per share, and cash of $7.50 per share, for aggregate consideration of $29.00 per share. If the Eagle Average Price is higher than $35.50, then each share of VHB common stock would be converted into 0.6056 shares of Eagle common stock, and the cash consideration per share would increase above $7.50 as illustrated in the table below. If the Eagle Average Price is less than $29.00, then, generally, each share of VHB common stock would be converted into the right to receive $7.50 in cash and shares of Eagle common stock having a value equal to the Eagle Average Price less $7.50.

Options to acquire VHB common stock will be assumed by Eagle and converted into options to acquire shares of Eagle common stock.

Based on the closing price of Eagle common stock on June 6, 2014 of $32.92, the Exchange Ratio would be 0.6531, and the aggregate value of the transaction would be approximately $182.9 million, including the value of outstanding options to acquire VHB common stock, but excluding the value of VHB's preferred stock, or approximately 205.7% of VHB's book value and tangible book value per common share and 18.1x VHB's trailing twelve month earnings available to common shareholders, each as of March 31, 2014. Approximately $45.1 million of the aggregate consideration would be payable in cash. The Exchange Ratio and the value of the transaction at closing may be higher or lower, depending on the change in the value of Eagle common stock. Eagle expects that the transaction will be accretive to Eagle's earnings within twelve months following the closing of the merger, and will result in modest dilution to tangible book value, which is expected to be earned back within four years.

[....]

http://ih.advfn.com/p.php?pid=nmona&article=62503344

Marker:
Virginia Heritage Ba (VGBK)
$27.60 5.94 (27.42%)
Volume: 325,711