United Bankshares, Inc. To Acquire
Century Bankshares, Inc.
United
Bankshares, Inc. (NASDAQ: UBSI) Chairman, Richard M. Adams, announced
the signing of a definitive merger agreement with Century Bancshares,
Inc. (NASDAQ: CTRY), headquartered in Washington, D.C. Under the agreement,
United will acquire Century Bancshares and its wholly-owned banking subsidiary,
Century National Bank. Century Bancshares, with $415 million in assets,
has 11 full service offices located in northern Virginia, Washington,
D.C., and Montgomery County, Maryland. Upon completion of the acquisition,
it is anticipated that Century National will be merged with United's Virginia
subsidiary, United Bank, increasing United's Virginia franchise to over
$2 billion in assets. United Bank will be the 9th largest bank in Virginia
and the Washington, DC MSA. United's total assets will increase to $5.4
billion.
In
a transaction intended to be a tax-free exchange of shares and accounted
for under the purchase method of accounting, Century shareholders would
receive 0.45 shares of United Bankshares, Inc. common stock plus $3.43
in cash for each share of Century common stock. The transaction will have
an aggregate consideration of approximately $62.5 million based on Century's
4.32 million common shares outstanding. The announced price represents
20 times Century's 2001 earnings estimate, 2.5 times book value and 15%
of Century's total assets.
Richard
Adams stated, "This acquisition will continue to strengthen our position
in one of the best markets in the nation and further enhance our franchise
value. United anticipates an accretive transaction based upon projected
in-market cost savings and revenue enhancements."
Century
Chairman, Joseph Bracewell, added, "We are happy to be joining with United
Bankshares. United is a high performance banking company with a great
track record of creating shareholder value." Mr. Bracewell will be joining
the United Bankshares Board of Directors.
Consummation
of the proposed merger is subject to certain conditions, among them, regulatory
approval and approval by the shareholders of Century. The transaction
is expected to be consummated during the fourth quarter of 2001.
Following
completion of the proposed merger with Century, United will have consolidated
assets of over $5.4 billion with 86 full service offices in West Virginia,
Virginia, Maryland, Ohio and Washington, D.C. The combined company would
be among the top performing banking companies in the nation.
United
Bankshares and Century stocks are traded on the NASDAQ (National Association
of Securities Dealers Quotation System) under the quotation symbol "UBSI"
and "CTRY", respectively.
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