Filed by Bowne Pure Compliance
Filed by Community Bankers Acquisition Corp.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed under the Securities Exchange Act of 1934
Subject Company:
Community Bankers Acquisition Corp.
Commission File No. 001-32590
TransCommunity Financial Corporation
Commission File No. 000-33355
BOE Financial Services of Virginia, Inc.
Commission File No. 000-31711
For Immediate Release
Friday, December 14, 2007
BOE Financial Services of Virginia, Inc.
George M. Longest, Jr., President
Tappahannock, Virginia
(804) 443-4343
TransCommunity Financial Corporation
Bruce B. Nolte, President
Glen Allen, Virginia
(804) 934-9999
Community Bankers Acquisition Corp.
Gary A. Simanson, President
Great Falls, Virginia
(703) 759-0751
BOE Financial Services of Virginia, Inc. to Merge with
Community Bankers Acquisition Corp.
BOE Financial Services of Virginia, Inc. (BOE)(Nasdaq: BSXT), TransCommunity Financial
Corporation (TFC) (OTCBB: TCYF) and Community Bankers Acquisition Corp. (CBAC) (Amex: BTC)
announced today that BOE and CBAC have entered into a definitive agreement and plan of merger (the
BOE Merger Agreement) providing for the merger of BOE with and into CBAC. Under the terms of the
BOE Merger Agreement, BOE shareholders will receive 5.7278 shares of CBAC common stock for each of
their shares of BOE common stock, subject to possible adjustment. The aggregate transaction value
is estimated to be
approximately $52 million and the per share value will be no less than $42.50.
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As previously announced, TFC has also entered into a definitive agreement and plan of merger with
CBAC (the TFC Merger Agreement) providing for the merger of TFC with and into CBAC. Under the
terms of the TFC Merger Agreement, TFC has given its consent to CBAC entering into the BOE Merger
Agreement. It is anticipated that the BOE merger would occur subsequent to the previously
announced proposed merger of TFC and CBAC. The resulting holding company, which will be named
Community Bankers Trust Corporation, will be headquartered in Glen Allen, Virginia.
In anticipation of the proposed mergers, TFC plans to declare a one-time special dividend in the
amount of $0.25 per share to TFC shareholders, which dividend would be paid immediately prior to
the effective time of the merger of TFC with CBAC and after all conditions to the closing are
satisfied.
Alexander F. Dillard, Jr., currently Chairman of the Board of Directors of BOE will serve as
Chairman of the Board of Directors of the resulting company, Troy A. Peery, Jr., currently Chairman
of the Board of Directors of TFC, will serve as a Vice-Chairman of the Board of Directors of the
resulting company, and Gary A. Simanson, currently a Director, President and Chief Executive
Officer of CBAC, will serve as a Vice-Chairman of the Board. Bruce B. Nolte, currently President
and Chief Executive Officer of TFC, will serve as Chief Executive Officer of the resulting company,
and George M. Longest, Jr., currently President and Chief Executive Officer of BOE, will serve as
President of the resulting company. Bruce E. Thomas, currently Senior Vice President and Chief
Financial Officer of BOE, will serve as Chief Financial Officer of the resulting company, and
Patrick J. Tewell, currently Chief Financial Officer of TFC, will serve as Chief Accounting Officer
of the resulting company. The resulting company will be governed by a Board of Directors of
fourteen members, six directors nominated by each of BOE and TFC, respectively, and two directors
nominated by CBAC.
TFCs wholly-owned banking subsidiary, TransCommunity Bank, N.A. will be merged with and into BOEs
wholly-owned banking subsidiary, Bank of Essex, which will continue to be headquartered in
Tappahannock, Virginia. George M. Longest, Jr. will continue to serve as Chief Executive Officer
of
Bank of Essex, and M. Andrew McLean, currently President of TransCommunity Bank, N.A., will serve
as President of Bank of Essex. Bank of Essex will continue to do business through its Bank of
Essex name in its current operating markets and additionally will operate TransCommunity Bank
N.A.s existing operating divisions, Bank of Powhatan, Bank of Goochland, Bank of Louisa and Bank
of Rockbridge under their existing names.
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Alex Dillard, Chairman of BOE, said, Since 1926 the Bank of Essex has been serving the community
banking needs of Essex County, the Northern Neck and the contiguous greater Richmond area. After
getting to know the people at CBAC and TFC, we feel they share in our vision for a strong Virginia
based community bank that focuses on the needs of the local customer. We see this merger with CBAC
and TFC as a way of not only preserving our unique style of community banking, but also as a way to
grow and expand our franchise while staying true to the basic principles that have guided us so
well for over 80 years. The combined management strengths, capital resources and banking
locations, along with the potential operating efficiencies, enhanced liquidity and value of our
combined companies, should serve our shareholders, customers and communities well in the coming
years.
Troy Peery, Chairman of TFC, said, We see this transaction with BOE as another significant step
forward in achieving the vision that we set out in announcing our proposed merger with CBAC, and
another very positive step forward for our shareholders, employees and the communities we serve.
BOE brings to the combined companies a long history of solid community banking performance to its
customers and shareholders, as well as additional management talent and valued members to the
combined Board. The resulting company will be a community banking organization operating in some
of the best and most stable markets in Virginia, with over $630 million in assets and a market
capitalization of approximately $170 million.
Gary A. Simanson, President and Chief Executive Officer of CBAC, said, By combining the operating
and management strengths and capital resources of these three companies, I believe we offer a very
compelling community banking story, that even in the current challenging operating environment
should not only be attractive to the investor for its growth prospects, but also will serve as a
model and a platform to attract additional customers, employees and community banking partners.
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The merger is subject to customary closing conditions, including approval by BOEs and CBACs
shareholders and the appropriate regulatory agencies. In addition, closing of the transaction is
also conditioned on CBAC consummating its merger with TFC, and holders of fewer than 20% of the
shares of CBAC common stock voting against the TFC transaction and electing to convert their CBAC
common stock into cash. Both the TFC merger and the BOE merger are anticipated to be completed
during the second quarter of 2008.
BOE was advised by Feldman Financial Advisors, Inc, which rendered a fairness opinion to the BOE
Board of Directors, and LeClairRyan, served as legal advisor to BOE. TFC was advised by Sandler
ONeill + Partners, L.P., which rendered a fairness opinion to the TFC Board of Directors, and
Williams Mullen served as legal advisor to TFC. CBAC was advised by Keefe, Bruyette & Woods, Inc.,
which rendered a fairness opinion to the CBAC Board of Directors, and Nelson Mullins Riley &
Scarborough, LLP, served as legal advisor to CBAC.
Additional Information About the Mergers and Where to Find It
In connection with the proposed mergers, CBAC will file with the Securities and Exchange Commission
(the SEC) a registration statement on Form S-4 to register the shares of CBAC common stock to be
issued to the shareholders of BOE as well as a registration statement on Form S-4 to register the
shares of CBAC Common Stock to be issued to the shareholders of TFC. Each registration statement
will include a joint proxy statement/prospectus, which will be sent to the shareholders of CBAC and
of BOE or TFC, as applicable, seeking their approval of the applicable merger. In addition, BOE,
TFC and CBAC may file other relevant documents concerning the proposed mergers with the SEC.
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WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENTS ON FORM S-4 AND THE
JOINT PROXY STATEMENT/PROSPECTUSES INCLUDED WITHIN THE REGISTRATION STATEMENTS AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGERS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT BOE, TFC, CBAC AND THE PROPOSED TRANSACTION. Investors
and security holders may obtain free copies of these documents through the website maintained by
the SEC at http://www.sec.gov. Free copies of the joint proxy statement/prospectus
relating to the proposed merger of CBAC with BOE also may be obtained by directing a request by
telephone or mail to: BOE Financial Services of Virginia, Inc., 1325 Tappahannock Blvd, P.O. Box
965, Tappahannock, VA 22560, Attention: Investor Relations (telephone: (804) 443-4343), or by
accessing BOEs website at http://www.bankofessex.com under Investor Relations, and free
copies of the joint proxy statement/prospectus relating to the proposed merger of CBAC with TFC
also may be obtained by directing a request by telephone or mail to: TransCommunity Financial
Corporation, 4235 Innslake Drive, Glen Allen. VA 23060, Attention: Investor Relations (telephone:
(804) 934-9999), or by accessing TFCs website at http://www.TCFCorp.com under Investor
Relations. Free copies of both joint proxy statement/prospectus also may be obtained by directing
a request by telephone or mail to: Community Bankers Acquisition Corporation, 9912 Georgetown Pike,
Suite D203, Great Falls, VA 22066, Attention: Investor Relations (telephone : (703) 759-0751). The
information on BOEs and TFCs websites is not, and shall not be deemed to be, a part of this
release or incorporated into other filings either company or CBAC makes with the SEC.
BOE, TFC and CBAC and their respective directors, executive officers and members of management may
be deemed to be participants in the solicitation of proxies from the shareholders of BOE and TFC,
as applicable, and/or CBAC in connection with the merger. Information about the directors and
executive officers of BOE is set forth in the proxy statement for BOEs 2007 annual meeting of
shareholders filed with the SEC on April 13, 2007. Information about the directors and executive
officers of TFC is set forth in the proxy statement for TFCs 2007 annual meeting of shareholders
filed with the SEC on April 23, 2007. Information about the directors and executive officers of
CBAC is set forth in the Annual Report on Form 10-K filed with the SEC on June 29, 2007.
Additional information regarding the interests of these participants and other persons who may be
deemed participants in the merger may be obtained by reading the joint proxy statement/prospectus
regarding the merger when it becomes available.
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Caution Regarding Forward-Looking Statements
Statements made in this release, other than those concerning historical financial information, may
be considered forward-looking statements, which speak only as of the date of this release and are
based on current expectations and involve a number of assumptions. These include statements as to
the anticipated benefits of the merger, including future
financial and operating results, cost savings and enhanced revenues that may be realized from the
merger as well as other statements of expectations regarding the merger and any other statements
regarding future results or expectations. Each of BOE, TFC and CBAC intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes
of these safe harbor provisions. The companies respective abilities to predict results, or the
actual effect of future plans or strategies, are inherently uncertain. Factors which could have a
material effect on the operations and future prospects of each of BOE, TFC and CBAC and the
resulting company, include but are not limited to: (1) the businesses of BOE, TFC and/or CBAC may
not be integrated successfully or such integration may be more difficult, time-consuming or costly
than expected; (2) expected revenue synergies and cost savings from the merger may not be fully
realized or realized within the expected time frame; (3) revenues following the merger may be lower
than expected; (4) customer and employee relationships and business operations may be disrupted by
the merger; (5) the ability to obtain required regulatory and shareholder approvals, and the
ability to complete the merger on the expected timeframe may be more difficult, time-consuming or
costly than expected; (6) changes in interest rates, general economic conditions,
legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including
policies of the U.S. Treasury and the Federal Reserve Board; the quality and composition of the
loan and securities portfolios; demand for loan products; deposit flows; competition; demand for
financial services in BOEs and TFCs market areas; their implementation of new technologies; their
ability to develop and maintain secure and reliable electronic systems; and accounting principles,
policies, and guidelines, and (7) other risk factors detailed from time to time in filings made by
BOE, TFC or CBAC with the SEC. BOE, TFC and CBAC undertake no obligation to update or clarify
these forward-looking statements, whether as a result of new information, future events or
otherwise.
This release shall not constitute an offer to sell or the solicitation of an offer to buy
securities in any jurisdiction in which such solicitation would be unlawful.
Source: BOE Financial Services of Virginia, Inc.; TransCommunity Financial Corporation; Community
Bankers Acquisition Corp.
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