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Transaction Valuation*
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Amount of Filing Fee**
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$45,000,000
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$4,909.50
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| Amount Previously Paid: Not Applicable | | | Filing Party: Not Applicable | |
| Form or Registration No.: Not Applicable | | | Date Filed: Not Applicable | |
| MVB Financial Corp. | | |||
| By: | | |
/s/ Donald T. Robinson
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| Name: | | | Donald T. Robinson | |
| Title: | | | Executive Vice President and Chief Financial Officer | |
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 18, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).
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2020
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2019
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2018
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High
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Dividends
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Dividends
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High
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Low
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Dividends
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First quarter
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| | | $ | 24.98 | | | | | $ | 8.22 | | | | | $ | 0.09 | | | | | $ | 18.37 | | | | | $ | 14.31 | | | | | $ | 0.035 | | | | | $ | 20.10 | | | | | $ | 16.93 | | | | | $ | 0.025 | | |
Second quarter
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| | | $ | 16.23 | | | | | $ | 11.51 | | | | | $ | 0.09 | | | | | $ | 17.50 | | | | | $ | 14.83 | | | | | $ | 0.04 | | | | | $ | 19.79 | | | | | $ | 17.01 | | | | | $ | 0.025 | | |
Third quarter
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| | | $ | 17.18 | | | | | $ | 12.20 | | | | | $ | 0.09 | | | | | $ | 21.00 | | | | | $ | 15.45 | | | | | $ | 0.05 | | | | | $ | 19.81 | | | | | $ | 15.36 | | | | | $ | 0.03 | | |
Fourth quarter (through November 16, 2020)
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| | | $ | 20.39 | | | | | $ | 15.57 | | | | | | — | | | | | $ | 27.00 | | | | | $ | 19.51 | | | | | $ | 0.07 | | | | | $ | 19.90 | | | | | $ | 14.65 | | | | | $ | 0.03 | | |
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Nine Months Ended
September 30, |
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Years Ended
December 31, |
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2020
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2019
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2019
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2018
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(In thousands, except per share data)
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Consolidated Income Statement Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Interest Income
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| | | $ | 50,639 | | | | | $ | 43,535 | | | | | $ | 59,400 | | | | | $ | 52,054 | | |
Noninterest Income
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| | | | 75,761 | | | | | | 49,848 | | | | | | 64,604 | | | | | | 38,640 | | |
Noninterest Expense
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| | | | 76,254 | | | | | | 62,218 | | | | | | 87,201 | | | | | | 72,878 | | |
Net Income
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| | | | 25,573 | | | | | | 22,896 | | | | | | 26,991 | | | | | | 12,003 | | |
Net income available to common shareholders
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| | | $ | 25,228 | | | | | $ | 22,532 | | | | | $ | 26,512 | | | | | $ | 11,514 | | |
Earnings per common share
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Diluted
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| | | | 2.07 | | | | | | 1.88 | | | | | | 2.20 | | | | | | 1.00 | | |
Basic
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| | | | 2.11 | | | | | | 1.93 | | | | | | 2.26 | | | | | | 1.04 | | |
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September 30, 2020
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December 31, 2019
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(In thousands)
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Consolidated Balance Sheet Data: | | | | | | | | | | | | | |
Net Loans
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| | | $ | 1,402,680 | | | | | $ | 1,362,776 | | |
Total Assets
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| | | | 2,214,459 | | | | | | 1,944,114 | | |
Total Deposits
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| | | | 1,898,957 | | | | | | 1,265,042 | | |
Total Liabilities
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| | | | 1,980,343 | | | | | | 1,732,178 | | |
Total stockholders’ equity
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| | | $ | 234,116 | | | | | $ | 211,936 | | |
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As of September 30, 2020
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(Dollars in thousands)
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Actual
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Adjustments
Relating to the Tier 2 Subordinated Debt to Be Issued |
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Adjustments
Relating to the Offer |
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As Adjusted
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Cash and cash equivalents
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| | | $ | 295,823 | | | | | $ | 39,250 | | | | | $ | (46,120) | | | | | $ | 288,953 | | |
Repurchase agreements
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| | | | 10,045 | | | | | | — | | | | | | — | | | | | | 10,045 | | |
FHLB and other borrowings
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| | | | 25,800 | | | | | | — | | | | | | — | | | | | | 25,800 | | |
Subordinated debt
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| | | | 4,124 | | | | | | — | | | | | | — | | | | | | 4,124 | | |
Subordinated debt to be issued concurrent with this Offer
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| | | | — | | | | | | 39,250 | | | | | | — | | | | | | 39,250 | | |
Total Borrowings
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| | | | 39,969 | | | | | | 39,250 | | | | | | — | | | | | | 79,219 | | |
Preferred stock
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| | | $ | 7,334 | | | | | $ | — | | | | | $ | — | | | | | $ | 7,334 | | |
Total common stockholders’ equity
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| | | | 226,782 | | | | | | — | | | | | | (46,120) | | | | | | 180,662 | | |
Total Stockholders’ Equity
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| | | $ | 234,116 | | | | | | — | | | | | | (46,120) | | | | | $ | 187,996 | | |
Name of Beneficial Owner
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Amount of Common Stock
Beneficially Owned(1)(2) |
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Percent of
Ownership(3) |
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David B. Alvarez(4)
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| | | | 308,514 | | | | | | 2.62% | | |
John W. Ebert
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| | | | 88,181 | | | | | | — | | |
Daniel W. Holt
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| | | | 12,166 | | | | | | — | | |
Gary A. LeDonne
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| | | | 52,330 | | | | | | — | | |
Larry F. Mazza(5)
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| | | | 721,664 | | | | | | 5.93% | | |
Dr. Kelly R. Nelson
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| | | | 76,262 | | | | | | — | | |
J. Christopher Pallotta
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| | | | 147,216 | | | | | | 1.25% | | |
Anna J. Sainsbury
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| | | | — | | | | | | — | | |
Cheryl D. Spielman
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| | | | 10,513 | | | | | | — | | |
C. Brad Greathouse
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| | | | 19,821 | | | | | | — | | |
John C. Marion
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| | | | — | | | | | | — | | |
Donald T. Robinson
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| | | | 208,767 | | | | | | 1.74% | | |
John T. Schirripa
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| | | | 123,393 | | | | | | 1.04% | | |
Directors and Executive Officers as a group
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| | | | 1,768,827 | | | | | | 14.17% | | |
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By First-Class, Registered or Certified Mail:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 |
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By Express Mail or Overnight Courier:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021 |
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 18, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).
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By First-Class, Registered or Certified Mail:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 |
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By Express Mail or Overnight Courier:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021 |
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Shareholder(s): |
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Guaranteed Delivery: |
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Guaranteed Delivery: |
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Institution(s): |
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Account No.: |
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Transaction Code No.: |
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| ☐ $18.00 | | | ☐ $19.00 | | | ☐ $20.00 | |
| ☐ $18.25 | | | ☐ $19.25 | | | ☐ $20.25 | |
| ☐ $18.50 | | | ☐ $19.50 | | | | |
| ☐ $18.75 | | | ☐ $19.75 | | | | |
Sign Here: |
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Sign Here: |
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(See Instruction 6): |
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By First-Class, Registered or Certified Mail:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 |
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By Express Mail or Overnight Courier:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021 |
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 18, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).
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By First-Class, Registered or Certified Mail:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 |
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By Express Mail or Overnight Courier:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021
By Email :
CANOTICEOFGUARANTEE@computershare.com For eligible institutions only |
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| ☐ $18.00 | | | ☐ $19.00 | | | ☐ $20.00 | | | | |
| ☐ $18.25 | | | ☐ $19.25 | | | ☐ $20.25 | | | | |
| ☐ $18.50 | | | ☐ $19.50 | | | | | | | |
| ☐ $18.75 | | | ☐ $19.75 | | | | | | | |
Certificate Nos. (if available): |
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Name(s) of Record Holder(s): |
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Address(es): |
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Zip Code(s): |
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Number(s): |
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Signature(s): |
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Name of Tendering Institution: |
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Account Number at DTC: |
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Name of Firm: |
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Authorized Signature: |
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Zip Code: |
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Area Code and Telephone Number: |
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 18, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 18, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).
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| ☐ $18.00 | | | ☐ $19.00 | | | ☐ $20.00 | | | | |
| ☐ $18.25 | | | ☐ $19.25 | | | ☐ $20.25 | | | | |
| ☐ $18.50 | | | ☐ $19.50 | | | | | | | |
| ☐ $18.75 | | | ☐ $19.75 | | | | | | | |
Account Number: |
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Signature(s): |
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Print Name(s): |
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Address(es): |
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Number(s): |
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Taxpayer Identification or Social Security Number: |
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Exhibit 99(a)(1)(F)
This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated November 17, 2020 and the related Letter of Transmittal, as they may be amended or supplemented from time to time. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of offers to sell Shares would not be in compliance with the laws of that jurisdiction.
Notice of Offer to Purchase for Cash by
of
Up to $45,000,000 of Shares of Its Common Stock
At a Purchase Price Not Greater Than $20.25 Per Share
And Not Less Than $18.00 Per Share
MVB Financial Corp., a West Virginia corporation (“MVB”), is offering to purchase shares of its common stock, par value $1.00 per share (the “Shares”), for cash up to an aggregate purchase price of $45,000,000, at a per Share price not greater than $20.25 and not less than $18.00, net to the tendering shareholder in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 17, 2020 (the “Offer to Purchase”), and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”).
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 18, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).
Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, MVB will determine a single price per Share (the “Purchase Price”), which will be not greater than $20.25 and not less than $18.00 per Share, that MVB will pay, subject to “odd lot” priority, proration and conditional tender provisions described in the Offer to Purchase, for Shares properly tendered in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of Shares tendered pursuant to the Offer and the prices specified by the tendering shareholders. The Purchase Price will be the lowest price per Share (in increments of $0.25) of not greater than $20.25 and not less than $18.00 per Share, at which Shares have been properly tendered in the Offer and not properly withdrawn, that will enable MVB to purchase the maximum number of Shares properly tendered in the Offer and not properly withdrawn having an aggregate purchase price not exceeding $45,000,000 (or, if the Offer is not fully subscribed, all Shares properly tendered and not properly withdrawn). All Shares purchased in the Offer will be purchased at the same Purchase Price regardless of whether the shareholder tendered at a lower price. However, because of the “odd lot” priority, proration and conditional tender provisions described in the Offer to Purchase, it is possible that not all of the Shares tendered at or below the Purchase Price will be purchased if Shares having an aggregate purchase price in excess of $45,000,000 are properly tendered and not properly withdrawn. Shares tendered but not purchased in the Offer will be returned to the tendering shareholders at MVB’s expense promptly after the Expiration Date.
The Offer is not conditioned on any minimum value of Shares being tendered. The Offer, however, is subject to the closing of the private placement to certain institutional accredited investors (the “Notes Offering”) of at least $40,000,000 aggregate principal amount of Tier 2 qualifying subordinated notes (the “Notes”) and the other conditions to the Offer set forth in the Offer to Purchase. MVB expressly reserves the right, at any time or at various times, to waive any of the conditions of the Offer, in whole or in part. This Offer shall not constitute an offer to sell or the solicitation of an offer to buy the Notes in the Notes Offering.
THE BOARD OF DIRECTORS OF MVB HAS AUTHORIZED THE OFFER. HOWEVER, NONE OF MVB, THE MEMBERS OF ITS BOARD OF DIRECTORS, Raymond James & Associates, Inc. (THE “DEALER MANAGER”), THE INFORMATION AGENT (AS DEFINED BELOW) OR THE DEPOSITARY (AS DEFINED BELOW) MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THE SHAREHOLDER’S SHARES OR AS TO ANY PRICE AT WHICH THE SHAREHOLDER MIGHT TENDER SHARES. SHAREHOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER THEIR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE OR PRICES TO TENDER. PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE OFFER, SHAREHOLDERS SHOULD READ CAREFULLY THE INFORMATION IN THE OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING THE PURPOSES AND EFFECTS OF THE OFFER. SHAREHOLDERS SHOULD DISCUSS WHETHER TO TENDER THEIR SHARES WITH THEIR BROKER, IF ANY, OR OTHER FINANCIAL OR TAX ADVISOR.
Upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tender described in the Offer to Purchase, MVB will purchase Shares properly tendered at or below the Purchase Price and not properly withdrawn on or before the Expiration Date having an aggregate purchase price of up to $45,000,000 (or such greater amount as it may elect to purchase, subject to applicable law). If the number of Shares properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $45,000,000, MVB will purchase Shares in the following order of priority:
· | First, MVB will purchase all odd lots of less than 100 Shares from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in the Offer to Purchase) will not qualify for this preference) (“Preferred Odd Lots”); |
· | Second, after purchasing all Preferred Odd Lots that were properly tendered at or below the Purchase Price and not properly withdrawn, MVB will purchase Shares from all other shareholders who properly tender Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date (except for shareholders who tendered Shares conditionally for which the condition was not satisfied), on a pro rata basis, with appropriate adjustments to avoid purchases of fractional Shares, until MVB has acquired purchased Shares having an aggregate purchase price of $45,000,000 (or such greater amount as MVB may elect to purchase, subject to applicable law); and |
· | Third, only if necessary to permit MVB to purchase Shares having an aggregate purchase price of $45,000,000 (or such greater amount as MVB may elect to purchase, subject to applicable law), MVB will purchase Shares from shareholders who have properly tendered Shares at or below the Purchase Price conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have properly tendered all of their Shares at or below the Purchase Price and not properly withdrawn them before the Expiration Date. |
All Shares tendered and not purchased in the Offer will be returned to shareholders at MVB’s expense promptly following the Expiration Date. MVB expressly reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the conditions set forth in the Offer to Purchase shall have occurred or shall be deemed by MVB to have occurred, to extend the period of time during which the Offer is open and delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. During any such extension, all Shares previously tendered and not validly withdrawn will remain subject to the Offer and to the right of a tendering shareholder to withdraw such shareholder’s Shares.
Shares tendered pursuant to the Offer may be withdrawn at any time before the Expiration Date. In addition, unless tendered Shares have already been accepted for payment, they may be withdrawn at any time after 5:00 p.m., New York City time, on December 18, 2020. For a withdrawal to be effective, a notice of withdrawal must be in writing, must be received in a timely manner by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase and must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares.
For purposes of the Offer, MVB will be deemed to have accepted for payment (and therefore purchased), subject to the “odd lot” priority, proration and conditional tender provisions of the Offer, Shares that are properly tendered at or below the Purchase Price and not properly withdrawn only when, as and if MVB gives oral or written notice to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), of its acceptance of the Shares for payment in the Offer. Payment for Shares tendered and accepted for payment in the Offer will be made promptly, subject to possible delay in the event of proration, but only after timely receipt by the Depositary of certificates for Shares or confirmation of book-entry transfer of Shares into the Depositary’s account at DTC, a properly completed and duly executed Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase), in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal.
Shareholders desiring to tender Shares under the Offer must follow the procedures set forth in the Offer to Purchase and in the Letter of Transmittal, including doing one of the following before 5:00 p.m., New York City time, on December 18, 2020, or any later time and date to which the Offer may be extended:
· | If you hold your Shares in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you must contact your broker, dealer, commercial bank, trust company or other nominee if you wish to tender your Shares (shareholders should note that if a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it is likely that they have an earlier deadline for accepting the Offer and hence we urge you to contact the broker, dealer, commercial bank, trust company or other nominee holding your Shares to find out their deadline); |
· | If you hold your certificates registered in your own name, you must complete and sign a Letter of Transmittal according to the instructions to the Letter of Transmittal and deliver it, together with any required signature guarantees, the certificates for your Shares and any other documents required by the Letter of Transmittal, to the Depositary before 5:00 p.m., New York City time, on December 18, 2020, or such later time and date to which we may extend the Offer; or |
· | If you are an institution participating in DTC, you must tender your Shares according to the procedure for book-entry transfer described in Section 3 of the Offer to Purchase. |
Shareholders desiring to tender their Shares but whose certificates are not immediately available, or who are unable to complete the procedure for book-entry transfer or to make delivery of all required documents to the Depositary before the Expiration Date, may tender their Shares by complying with the procedures for guaranteed delivery as provided for in the Offer to Purchase and Letter of Transmittal.
MVB will decide, in its reasonable discretion, all questions as to the number of Shares to be accepted, the Purchase Price to be paid for Shares to be accepted and the validity, form and eligibility, including time of receipt, and acceptance for payment of any tender of Shares, and each such decision will be final and binding on all persons participating in the Offer. None of MVB, the Dealer Manager, the Information Agent, the Depositary or any other person will be obligated to give notice of any defects or irregularities in tenders, nor will any such person incur any liability for failure to give any notice.
If you are a U.S. Holder (as defined in the Offer to Purchase), the receipt of cash for your tendered Shares generally will be treated for United States federal income tax purposes either as (a) a sale or exchange eligible for capital gain or loss treatment or (b) a distribution. If you are a Non-U.S. Holder (as defined in the Offer to Purchase), the payment of cash for your tendered Shares may be subject to United States federal income tax withholding. Shareholders are strongly encouraged to read the Offer to Purchase for additional information regarding the United States federal income tax consequences of participating in the Offer and should consult their tax advisors.
The Offer to Purchase and the Letter of Transmittal contain important information that should be read before any decision is made with respect to the Offer.
MVB believes that the repurchase of Shares pursuant to the Offer is consistent with its long-term goal of maximizing shareholder value and its prior disclosures concerning potential uses for its capital. MVB has continued and is continuing to refine its business plans and invest in financial technology, with anticipated continued growth in this sector, although such investment will increase its cost and could decrease its earnings as this business line is being developed. This focus has led MVB to invest in new innovative strategies to provide independent banking to corporate clients throughout the United States by leveraging recent investments in financial technology and banking as a service. While the Offer provides shareholders with an opportunity to obtain liquidity with respect to all or a portion of their Shares, without the usual transaction costs associated with market sales, the Offer also provides investors who do not wish to hold Shares an opportunity to divest its ownership, given MVB’s strategic movement toward financial technology and banking as a service. In addition, shareholders who wish to achieve a greater percentage of equity ownership in MVB will be able to do so by not tendering their Shares in the Offer, and, if MVB completes the Offer, will therefore have a greater percentage ownership in MVB and its future earnings and assets, while also bearing the attendant risks associated with owning Shares, including MVB’s movement into financial technology and banking as a service. This capital return and the funding of the same through the Notes Offering has received a “non-objection” from the Federal Reserve Bank of Richmond.
MVB continues to explore other options for returning the additional common equity to its shareholders, including any amounts not tendered in this Offer, on or before December 31, 2021. Other options may include dividends and/or share repurchases, including through our existing stock repurchase program, though the manner and timing of any additional capital return has not yet been determined. MVB will take into account its results of operations, financial position and capital requirements, general business conditions and other factors it deems relevant, in determining whether, when and how to make any subsequent capital return. In determining to proceed with the Offer, its executive management and its Board of Directors evaluated MVB’s operations, financial condition, capital needs, regulatory requirements, strategy and expectations for the future and believe that the Offer is a prudent use of its financial resources.
Copies of the Offer to Purchase and the Letter of Transmittal are being mailed to record holders of Shares and will be furnished to brokers, dealers, commercial banks, trust companies and other nominee shareholders and similar persons whose names, or the names of whose nominees, appear on the shareholder list of MVB or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares. Additional copies of the Offer to Purchase and the Letter of Transmittal may be requested from Georgeson LLC, the information agent for the Offer (the “Information Agent”), at the expense of MVB at the address and telephone number set forth below. Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer. MVB also has filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission that includes additional information relating to the Offer. The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Act of 1934, as amended, is contained in the Offer to Purchase and is herein incorporated by reference.
The Information Agent for the Offer is:
Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
Call Toll Free: (800) 733-6198
The Depositary for the Offer is:
Computershare Trust Company, N.A.
By First-Class, Registered or Certified Mail:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 |
By Express Mail or Overnight Courier:
Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021 |
The Dealer Manager for the Offer is:
Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716
(312) 655-2964
November 17, 2020
Exhibit 99.(a)(5)(A)
NEWS RELEASE | MEDIA CONTACT |
Amy Baker | |
VP, Corporate Communications and
Marketing |
|
MVB Financial Corp. | |
abaker@mvbbanking.com | |
(844) 682-2265 | |
INVESTOR RELATIONS | |
Marcie Lipscomb | |
mlipscomb@mvbbanking.com | |
(844) 682-2265 |
MVB Financial Corp. Commences Modified Dutch Auction Tender Offer to Repurchase up to $45.0 Million of its Common Stock
FAIRMONT, W. Va. (November 17, 2020) — MVB Financial Corp. (NASDAQ: MVBF) (“MVB” or the “Company”) announced today that it has commenced a modified “Dutch auction” tender offer (the “Tender Offer”) to purchase, for cash, up to $45.0 million of its common stock (the “Common Stock”) at a price per share not less than $18.00 and not greater than $20.25, less any applicable withholding taxes and without interest. The Company intends to purchase the shares using available cash on hand and proceeds from an anticipated private placement of subordinated notes to certain institutional accredited investors. On November 16, 2020, the closing price of the Common Stock was $18.50 per share. The Tender Offer will expire at 5:00 p.m., New York City time, at the end of the day on December 18, 2020, unless extended or terminated.
If the Tender Offer is fully subscribed, the Company will purchase between 2,222,222 shares and 2,500,000 shares, or between 18.8% and 21.2%, respectively, of the outstanding Common Stock as of November 5, 2020. Any shares tendered may be withdrawn prior to expiration of the Tender Offer. Stockholders that do not wish to participate in the Tender Offer do not need to take any action. The Company is pursuing the Tender Offer in part as a means to provide a return of capital option to existing investors as the Company continues to evolve its primary business strategy from a traditional community banking model to a technology driven financial services provider. None of our directors or executive officers will tender any of their shares in the Tender Offer.
A modified “Dutch auction” tender offer allows stockholders to indicate how many shares of Common Stock and at what price within the range described above they wish to tender their shares. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest per-share price that will enable it to acquire up to $45.0 million of Common Stock. All shares accepted in the Tender Offer will be purchased at the same price even if tendered at a lower price.
To tender shares of Common Stock, stockholders must follow the instructions described in the “Offer to Purchase” and the “Letter of Transmittal” that the Company is filing with the U.S. Securities and Exchange Commission (“SEC”). These documents contain important information about the terms and conditions of the Tender Offer.
The Tender Offer will not be contingent upon any minimum number of shares being tendered. The Tender Offer will, however, be subject to other conditions, which will be disclosed in the Offer to Purchase. The Company’s Board of Directors (the “Board”) believes that a modified “Dutch auction” tender offer is an efficient mechanism that will provide all stockholders with the opportunity to tender all or a portion of their shares. In the future, the Board may consider additional tender offer(s) or other measures to enhance stockholder value based on a variety of factors, including the market price of the Common Stock.
The Board has authorized the Tender Offer. However, none of the Company, the Board, the dealer manager, the information agent, the depositary or any of their respective affiliates are making any recommendation to stockholders as to whether to tender or refrain from tendering their shares in the Tender Offer or as to the price at which stockholders may choose to tender their shares. No person is authorized to make any such recommendation. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase. In doing so, stockholders should read carefully the information in, or incorporated by reference in, the Offer to Purchase and the Letter of Transmittal (as they may be amended or supplemented), including the purposes and effects of the Tender Offer. It is recommended that Stockholders discuss their decisions with their own tax advisors, financial advisors and/or brokers.
Raymond James & Associates, Inc. is acting as dealer manager for the Tender Offer. The information agent for the Tender Offer is Georgeson LLC, and the depositary is Computershare Trust Company, N.A. The Offer to Purchase, the Letter of Transmittal and related documents will be mailed to registered holders. Beneficial holders will receive the Offer to Purchase and a communication from their bank, broker or custodian. For questions and information, please call the information agent toll-free at (800) 733-6198.
Certain Information Regarding the Tender Offer
The information in this press release describing the Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of Common Stock in the Tender Offer or an offer to sell or the solicitation of an offer to purchase any new securities. The Tender Offer is being made only pursuant to the Offer to Purchase and the related materials that the Company is filing with the SEC, and will distribute to its stockholders, as such materials may be amended or supplemented. Stockholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the Tender Offer. Stockholders of the Company may obtain a free copy of the Tender Offer statement on Schedule TO, the Offer to Purchase and other documents that the Company is filing with the SEC from the SEC’s website at www.sec.gov. Stockholders also will be able to obtain a copy of these documents, without charge, from Georgeson LLC, the information agent for the Tender Offer, toll free at (800) 733-6198 or Raymond James & Associates, Inc. at (312) 655-2964. Stockholders should carefully read all of these materials prior to making any decision with respect to the Tender Offer. Stockholders and investors who have questions or need assistance may call Georgeson LLC toll free at (800) 733-6198.
About MVB Financial Corp.
MVB Financial Corp., the holding company of MVB Bank, Inc., is publicly traded on The Nasdaq Capital Market® (“Nasdaq”) under the ticker “MVBF.” Nasdaq is a leading global provider of trading, clearing, exchange technology, listing, information and public company services. Through its subsidiary, MVB Bank, Inc., and its subsidiaries, MVB Community Development Corporation, Chartwell Compliance and Paladin, the Company provides financial services to individuals and corporate clients in the Mid-Atlantic region and beyond. Chartwell Compliance is one of the world’s leading specialist firms in state and federal compliance and market entry facilitation for firms entering into or expanding in North America, serving many of the most high-profile providers of the Fintech industry. For more information about MVB, please visit http://ir.mvbbanking.com.
Forward-looking Statements
The Company has made forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in this Press Release. These forward-looking statements are based on current expectations about the future and subject to risks and uncertainties. Forward-looking statements include, without limitation, information concerning possible or assumed future results of operations of the Company and its subsidiaries. When words such as “may,” “plans,” “believes,” “expects,” “anticipates,” “continues,” “may” or similar expressions occur in this Press Release, the Company is making forward-looking statements. Note that many factors could affect the future financial results of the Company and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in the forward-looking statements contained in this Press Release. Those factors include but are not limited to: the possibility that shareholders will not be receptive to the Tender Offer; the Company’s ability to consummate the Tender Offer or the related financing necessary to generate proceeds to fund the Tender Offer on favorable terms, changes in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of the Company to consummate the above-described transactions on the terms described above or at all; credit risk; changes in market interest rates; length and severity of the recent COVID-19 (coronavirus) outbreak and its impact on the Company’s business and financial condition; economic downturn or recession; and government regulation and supervision. Additional factors that may cause actual results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as well as its other filings with the SEC, which are available on the SEC website at www.sec.gov. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements.