United Bankshares, Inc. to Acquire
Century Bancshares, 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. 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.
Upon completion of the acquisition, it is anticipated that Century
National will be merged with United's Virginia subsidiary, United Bank.
Kendal E. Carson, President and Chief Executive Officer of United Bank
stated, "This strategic acquisition will increase our Washington
Metropolitan Franchise to 33 retail locations and over $2 billion in
assets."
Century Chairman, Joseph Bracewell, added, "We are happy to be
joining with United, a high performance banking company with a great
track record of creating shareholder value." Mr. Bracewell will be
joining the United Bank Board of Directors as Vice Chairman. Mr. Carson
will continue as President and Chief Executive Officer and Mr. Lawrence
K. Doll will remain Chairman of the Board of Directors of United
Bank.
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 Virginia, Maryland, Washington, D.C, West Virginia, and
Ohio. 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.
This press release contains certain forward-looking
statements, including certain plans, expectations, goals and
projections, which are subject to numerous assumptions, risks and
uncertainties. Actual results could differ materially from those
contained in or implied by such statements for a variety of factors
including: changes in economic conditions; movements in interest rates;
competitive pressures on product pricing and services; success and
timing of business strategies; the nature and extent of governmental
actions and reforms; and rapidly changing technology evolving banking
industry standards.
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