SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus. It does not contain all of the information that may be important to you. We urge you to read carefully the entire document and the other documents we refer you to so that you may fully understand the merger and the related transactions. Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

The Parties

Blue Ridge (see page 120)

Blue Ridge is a bank holding company headquartered in Charlottesville, Virginia. It provides commercial and consumer banking and financial services through its wholly-owned bank subsidiary, Blue Ridge Bank, National Association, and its non-bank financial services affiliates. Blue Ridge was incorporated under the laws of the Commonwealth of Virginia in July 1988 in connection with the holding company reorganization of Blue Ridge Bank, which was completed in July 1988.

Blue Ridge Bank is a federally chartered national bank headquartered in Martinsville, Virginia that traces its roots to Page Valley Bank of Virginia, which opened for business in 1893. Blue Ridge Bank currently operates 14 full-service banking offices in central Virginia and one in north-central North Carolina.

As of September 30, 2020, Blue Ridge had total consolidated assets of approximately $1.5 billion, total consolidated loans of approximately $1.23 billion, total consolidated deposits of approximately $915.3 million and consolidated shareholders’ equity of approximately $99.9 million.

The principal executive offices of Blue Ridge are located at 1807 Seminole Trail, Charlottesville, Virginia 22835, and its telephone number is (540) 743-6521. Blue Ridge’s website can be accessed at www.mybrb.com. Information contained on Blue Ridge’s website does not constitute part of, and is not incorporated into, this joint proxy statement/prospectus. Blue Ridge’s common stock is listed on the NYSE American under the symbol “BRBS.”

Bay Banks (see page 169)

Bay Banks is a Virginia corporation and bank holding company that conducts substantially all of its operations through its subsidiaries, Virginia Commonwealth Bank and VCB Financial Group. Virginia Commonwealth Bank opened for business in 1930 as Bank of Lancaster and partners with the communities it serves to deliver banking and other financial services.

Virginia Commonwealth Bank is a state-chartered bank, headquartered in Richmond, Virginia, and a member of the Federal Reserve System. Virginia Commonwealth Bank has 17 banking offices located throughout the greater Richmond region of Virginia, the Northern Neck region of Virginia, Middlesex County, and the Hampton Roads region of Virginia. Virginia Commonwealth Bank serves businesses, professionals, and consumers with a wide variety of financial services, including retail and commercial banking, and mortgage banking.

As of September 30, 2020, Bay Banks had total assets of $1.25 billion, deposits of $1.03 billion, and shareholders’ equity of $121.4 million.

The principal executive offices of Bay Banks are located at 1801 Bayberry Court, Suite 101, Richmond, Virginia 23226 and its telephone number is (804) 404-9668. Bay Banks’ website is www.baybanks.com. Information contained on Bay Banks’ website is not a part of or incorporated into this report or any other filing Bay Banks makes with the SEC. Bay Banks’ common stock is quoted on the OTC Markets Group’s OTCQB marketplace under the symbol “BAYK.”

The Merger (see page 66)

The terms and conditions of the merger are contained in the merger agreement, which is attached to this joint proxy statement/prospectus as Appendix A, and is incorporated in this joint proxy statement/prospectus by reference. You should read the merger agreement carefully and in its entirety, as it, along with its ancillary documents, is the legal document that governs the merger.

The merger agreement provides for the merger of Bay Banks with and into Blue Ridge, with Blue Ridge as the surviving corporation. The separate existence of Bay Banks shall cease upon completion of the merger, and Blue Ridge will continue to exist as a Virginia corporation. As soon as practicable after the merger, Virginia Commonwealth Bank will be merged with and into Blue Ridge Bank, with Blue Ridge Bank as the surviving bank. Blue Ridge Bank will continue to exist as a national banking association and a wholly-owned subsidiary of Blue Ridge.

Closing and Effective Time of the Merger (see page 109)

The merger is currently expected to close in the first quarter of 2021. The merger will close on either the fifth business day following the completion of the conditions to closing set forth in the merger agreement, or another mutually agreed upon date. The merger will become effective upon the issuance of a certificate of merger by the Virginia State Corporation Commission, or such other date and time as may be set forth in the articles of merger filed with the Virginia State Corporation Commission. Neither Blue Ridge nor Bay Banks can predict, however, the actual date on which the merger will be completed because it is subject to factors beyond each company’s control, including whether or when the parties’ respective shareholders’ approvals and outstanding regulatory approval will be received, if at all.

Merger Consideration (see page 109)

Under the terms of the merger agreement, at the effective time of the merger, each issued and outstanding share of Bay Banks common stock will be converted into the right to receive 0.5000 shares (the “exchange ratio”) of Blue Ridge common stock. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the merger.

In lieu of fractional shares, Blue Ridge will issue cash to holders of Bay Banks common stock in an amount based upon the closing prices of Blue Ridge common stock preceding the effective time of the merger.

Blue Ridge’s shareholders will continue to own their existing shares of Blue Ridge common stock, which will not be affected by the merger.

Treatment of Bay Banks Stock Options and Other Equity-Based Awards (see page 110)

As of November 30, 2020, Bay Banks had stock options to purchase an aggregate of 219,960 shares of Bay Banks common stock, of which 195,793 were exercisable. At the effective time of the merger, each Bay Banks stock option, whether vested or unvested, then issued and outstanding under an equity or equity-based compensation plan of Bay Banks (a “Bay Banks stock plan”) will be converted into a stock option to purchase,

on the same terms and conditions as were applicable under such Bay Banks stock option, shares of Blue Ridge common stock in a number equal to the shares subject to such Bay Banks stock option multiplied by the exchange ratio, with any fractional shares rounded down to the next lower whole number of shares. The exercise price per share of each newly issued Blue Ridge stock option will be equal to the exercise price per share of Bay Banks common stock subject to such Bay Banks stock option divided by the exchange ratio, rounded up to the next whole cent. Notwithstanding the foregoing, each Bay Banks stock option that is intended to qualify as an “incentive stock option” will be adjusted if necessary in accordance with Treasury Regulation Section 1.424-1(a) and all other Bay Banks stock options will be adjusted if necessary in a manner that maintains the option’s exemption from Section 409A of the Code.

As of November 30, 2020, Bay Banks had 133,673 restricted stock awards granted under a Bay Banks stock plan that was unvested or contingent. At the effective time of the merger, each Bay Banks restricted stock award that is unvested or contingent and outstanding immediately prior to the effective time will vest fully and be converted into the right to receive the merger consideration with respect to each share of Bay Banks common stock underlying such Bay Banks restricted stock award.

At the effective time of the merger, Blue Ridge will assume the Bay Banks stock plans, and will have the right, but not the obligation to make additional grants or awards under the Bay Banks stock plans. For a more complete description of the treatment of Bay Banks stock options and other equity-based awards, please see “The Merger—Treatment of Bay Banks Stock Options and Other Equity-Based Awards” beginning on page 109.

Blue Ridge Board Recommendations (see page 57)

After careful consideration, the Blue Ridge Board unanimously recommends that Blue Ridge shareholders vote “FOR” the Blue Ridge merger proposal and “FOR” the Blue Ridge adjournment proposal.

For a more complete description of Blue Ridge’s reasons for the merger and the recommendation of the Blue Ridge Board, please see “The Merger—Blue Ridge’s Reasons for the Merger; Recommendation of the Blue Ridge Board” beginning on page 57.

Bay Banks Board Recommendations (see page 61)

After careful consideration, the Bay Banks Board unanimously recommends that Bay Banks shareholders vote “FOR” the Bay Banks merger proposal, FOR” the Bay Banks compensation proposal and “FOR” the Bay Banks adjournment proposal.

For a more complete description of Bay Banks’ reasons for the merger and the recommendation of the Bay Banks Board, please see “The Merger—Bay Banks’ Reasons for the Merger; Recommendation of the Bay Banks Board” beginning on page 61.

Opinion of Blue Ridge’s Financial Advisor (see page 75 and Appendix B)

At the August 12, 2020 meeting of the Blue Ridge Board, representatives of Raymond James & Associates, Inc. (“Raymond James”) rendered Raymond James’ opinion dated August 12, 2020 to the Blue Ridge board (in its capacity as such), as to the fairness, as of such date, from a financial point of view, to Blue Ridge of the exchange ratio in the merger pursuant to the merger agreement, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Raymond James in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James, dated August 12, 2020, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Raymond James, is attached as Appendix B to this joint proxy statement/prospectus. Raymond James provided its opinion for the information and assistance of the Blue Ridge Board (in its capacity as such) in connection with, and for purposes of, its consideration of the financial terms of the merger and its opinion only addresses whether the exchange ratio in the merger pursuant to the merger agreement was fair, from a financial point of view, to Blue Ridge. The opinion of Raymond James did not address any other term or aspect of the merger agreement or the merger contemplated thereby, the underlying business decisions of Blue Ridge to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Blue Ridge, or the effect of any other transaction in which Blue Ridge might engage. The description of the opinion is qualified in its entirety by reference to the full text of the opinion. Blue Ridge shareholders are urged to read the entire opinion carefully in connection with their consideration of the Blue Ridge share issuance. Neither the Raymond James opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be or constitute advice or a recommendation to the Blue Ridge Board or any holder of Blue Ridge common stock as to how the Blue Ridge Board, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter.

Opinion of Bay Banks’ Financial Advisor (see page 85 and Appendix C)

At the August 12, 2020 meeting of the Bay Banks Board, representatives of Piper Sandler & Co. (“Piper Sandler”) rendered its opinion, dated August 12, 2020, to the Bay Banks Board (in its capacity as such), to the effect that, as of such date, the exchange ratio was fair to the holders of Bay Banks common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Appendix C to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion. Holders of Bay Banks common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Piper Sandler’s opinion was directed to the Bay Banks Board in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of Bay Banks as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of Bay Banks common stock and did not address the underlying business decision of Bay Banks to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Bay Banks or the effect of any other transaction in which Bay Banks might engage.

For further information, please see “The Merger—Opinion of Bay Banks’ Financial Advisor” beginning on page 85.

Interests of Bay Banks Directors and Executive Officers in the Merger (see page 97)

In addition to the receipt of merger consideration on the same terms as all other Bay Banks shareholders, Blue Ridge will appoint seven of Bay Banks’ directors (including C. Frank Scott, III, the Chairman of the Bay Banks Board, and Randal R. Greene, Bay Banks’ President and Chief Executive Officer) as directors of Blue Ridge and Blue Ridge Bank effective upon consummation of the merger, certain of Bay Banks’ directors and executive officers hold stock options and restricted stock awards that will vest upon completion of the merger, certain of Bay Banks’ executive officers are expected to continue with Blue Ridge following completion of the merger and

four of Bay Banks’ executive officers have entered into employment agreements with Blue Ridge that will be effective at the closing of the merger and, in addition, certain officers will receive cash payments related to change in control provisions in existing employment agreements. The Bay Banks Board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation on the Bay Banks merger proposal.

These interests are discussed in more detail in the “The Merger—Interests of Bay Banks’ Directors and Officers in the Merger” section beginning on page 97.

Material U.S. Federal Income Tax Consequences of the Merger (see page 105)

As structured, the merger will qualify as a tax-free “reorganization” within the meaning of Section 368 of the Code. Accordingly, holders of Bay Banks common stock generally will not, except with respect to cash received in lieu of a fractional share interest in Blue Ridge common stock, recognize any gain or loss for U.S. federal income tax purposes on the exchange of Bay Banks common stock solely for Blue Ridge common stock in the merger.

Holders of Bay Banks common stock who receive solely cash pursuant to a valid election of such holder’s appraisal rights will recognize gain or loss on the exchange in an amount equal to the difference between the cash received and that shareholder’s adjusted basis in the shares of Bay Banks common stock exchanged therefor. For further information, see “The Merger—Material United States Federal Income Tax Consequences” beginning on page 105.

The U.S. federal income tax consequences described above may not apply to all holders of Bay Banks common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.

Bay Banks’ Shareholders Have Appraisal Rights in the Merger (see page 102 and Appendix D)

If the merger is completed, Virginia law gives holders of Bay Banks common stock the right to assert appraisal rights with respect to the merger and demand in writing that Blue Ridge pay the fair value of their shares of Bay Banks common stock, instead of accepting the consideration offered in the merger. Any Bay Banks shareholder who wishes to exercise and perfect appraisal rights must strictly comply with the procedures set forth in Article 15 of Title 13.1 of the Virginia Stock Corporation Act (the “VSCA”), a copy of which is included as Appendix D to the joint proxy statement/prospectus. A description of these procedures is included in the “The Merger—Appraisal Rights” section beginning on page 101.

Blue Ridge shareholders do not have the right to dissent and assert appraisal rights.

Accounting Treatment (see page 105)

The merger will be accounted for under the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States of America.

Regulatory Approvals (see page 104)

The merger requires various approvals or waivers from bank regulatory authorities, including the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency (the “OCC”) and the Virginia Bureau of Financial Institutions. As of the date of this joint proxy statement/prospectus, we have received approvals from the Federal Reserve and the Virginia Bureau of Financial Institutions regarding the merger. As of the date of this joint proxy statement/prospectus, we have not yet received approval from the OCC regarding the bank merger.

Any approval of the regulators will not constitute an endorsement of the merger or a determination that the terms of the merger are fair to Blue Ridge shareholders or Bay Banks shareholders.

For a more complete description of the regulatory approvals, please see “The Merger—Regulatory Approvals Required for the Merger” on page 104.

Conditions to Complete the Merger (see page 116)

Blue Ridge’s and Bay Banks’ respective obligations to complete the merger are subject to the fulfillment or waiver of certain conditions, including the following:

Where the merger agreement and/or law permits, Blue Ridge and Bay Banks could choose to waive a condition to its obligation to complete the merger even if that condition has not been satisfied. Any determination whether to waive any condition to the merger or whether to amend this joint proxy statement/prospectus and resolicit shareholder approval as a result of any such waiver (for example, in the case of a waiver of a material condition such that disclosure previously provided would be materially misleading) will be made by Blue Ridge or Bay Banks, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time. We cannot be certain when, or if, the conditions to the merger will be satisfied or waived or that the merger will be completed.

No Solicitation (see page 114)

Blue Ridge and Bay Banks have each agreed that it will not directly or indirectly:

The merger agreement does not, however, prohibit Blue Ridge or Bay Banks from considering an unsolicited bona fide written acquisition proposal from a third party if certain specified conditions are met.

Termination of the Merger Agreement (see page 117)

The merger agreement may be terminated, and the merger abandoned, by Blue Ridge and Bay Banks at any time before the merger is completed if the boards of directors of both parties vote to do so. In addition, the merger agreement may be terminated, and the merger abandoned, under the following circumstances:

Termination by Blue Ridge or Bay Banks. The merger agreement may be terminated and the merger abandoned, by either party’s board of directors if:

Termination by Blue Ridge. Blue Ridge may terminate the merger agreement if:

Termination by Bay Banks. Bay Banks may terminate the merger agreement if:

Termination Fees and Expenses (see page 118)

If either Blue Ridge or Bay Banks takes any of certain specified, limited actions and the merger agreement is terminated on that basis, that party will immediately owe the other party a $4.0 million termination fee. In addition, a $4.0 million termination fee is payable in certain other circumstances if (i) the merger agreement is terminated for certain specified, limited reasons and (ii) within 12 months of such termination one of the parties enters into a definitive agreement with respect to an acquisition proposal. The termination and payment circumstances are more fully described elsewhere in this joint proxy statement/prospectus. See “The Merger Agreement—Termination Fees” beginning on page 117.

In general, whether or not the merger is completed, Blue Ridge and Bay Banks will each pay its respective expenses incident to preparing, entering into and carrying out the terms of the merger agreement. The parties will share the costs of printing this joint proxy statement/prospectus all filing fees to the SEC and other governmental authorities.

Amendments to Blue Ridge Bylaws (page 101)

In connection with entering into the merger agreement and to facilitate the addition of certain Bay Banks directors to the Blue Ridge Board at the time of the merger, Blue Ridge has agreed to amend its bylaws prior to the merger so that the number of directors that will comprise the full Blue Ridge Board is to be fixed at such number, not to exceed 15 directors, consisting of (i) eight current Blue Ridge directors to be designated by Blue Ridge (after consultation with Bay Banks), including Larry Dees, the Chairman of the Blue Ridge Board, and Brian K. Plum, Blue Ridge’s President and Chief Executive Officer (the “Blue Ridge Directors”), and (ii) seven current Bay Banks directors to be designated by Bay Banks (after consultation with Blue Ridge), including C. Frank Scott, III, the Chairman of the Bay Banks Board, and Randal R. Greene, Bay Banks’ President and Chief Executive Officer (the “Bay Banks Directors”).

The Blue Ridge Directors and the Bay Banks Directors will be split as equally as possible among the three classes of directors to serve staggered terms; provided, however, that Mr. Greene will be designated to serve in the class of directors for a term expiring in 2024. Until the third anniversary of the merger, all vacancies on the Blue Ridge Board created by the cessation of service of a Blue Ridge Director must be filled by a nominee proposed to the nominating committee of the Blue Ridge Board by a majority of the remaining Blue Ridge Directors, and all vacancies on the Blue Ridge Board created by the cessation of service of a Bay Banks Director shall be filled by a nominee proposed to the nominating committee of the Blue Ridge Board by a majority of the remaining Bay Banks Directors. Such bylaw provision may not be modified, amended or repealed during such three-year period other than by a majority of the Bay Banks Directors and a majority of the Blue Ridge Directors.

The forms of the above-described bylaw amendments are set forth in their entirety in Exhibit 1.4(a) to the merger agreement, which is attached to this joint proxy statement/prospectus as Appendix A.

Blue Ridge Special Meeting (see page 57)

The Blue Ridge special meeting is scheduled to take place on Thursday, January 21, 2021 at 11:00 a.m. local time, as a virtual meeting. At the special meeting, Blue Ridge shareholders will be asked to vote on:

Holders of Blue Ridge common stock as of the close of business on December 8, 2020 are entitled to notice of and to vote at the Blue Ridge special meeting. As of the record date, there were 5,718,621 shares of Blue Ridge common stock outstanding and entitled to vote held by approximately 650 holders of record. Each Blue Ridge shareholder can cast one vote for each share of Blue Ridge common stock owned on the record date.

Each of Blue Ridge’s directors has agreed, subject to several conditions and exceptions, to vote all of his or her shares of Blue Ridge common stock in favor of the Blue Ridge merger proposal. As of the record date, directors of Blue Ridge and their affiliates beneficially owned and are entitled to vote 830,055 shares of Blue Ridge common stock, or approximately 14.51% of the total voting power of the shares of Blue Ridge common stock outstanding on that date.

Bay Banks Special Meeting (see page 61)

The Bay Banks special meeting is scheduled to take place on Thursday, January 21, 2021, at 10:00 a.m., local time, in a virtual meeting format at https://www.cstproxy.com/baybanks/2021. At the special meeting, Bay Banks shareholders will be asked to vote on:

Holders of Bay Banks common stock as of the close of business on November 30, 2020, are entitled to notice of and to vote at the Bay Banks special meeting. As of the record date, there were 13,329,695 shares of Bay Banks common stock outstanding and entitled to vote held by approximately 703 holders of record. Each Bay Banks shareholder can cast one vote for each share of Bay Banks common stock owned on the record date.

Each of Bay Banks’ directors has agreed, subject to several conditions and exceptions, to vote all of his or her shares of Bay Banks common stock in favor of the Bay Banks merger proposal. As of the record date, directors of Bay Banks and their affiliates beneficially owned and are entitled to vote 961,863 shares of Bay Banks common stock, or approximately 7.16% of the total voting power of the shares of Bay Banks common stock outstanding on that date, of which 855,959 shares, or approximately 6.42% of the total voting power of the shares of Bay Banks common stock outstanding on that date, are subject to an affiliate agreement.

Required Shareholder Votes (see pages 58 and 62)

Approval of the Blue Ridge merger proposal requires the affirmative vote of more than two-thirds of the outstanding shares of Blue Ridge common stock entitled to vote on the merger as of the close of business on December 8, 2020, the record date for the Blue Ridge special meeting. If you (1) fail to submit a proxy or vote during the Blue Ridge special meeting, (2) mark “ABSTAIN” on your proxy or (3) fail to instruct your bank or broker how to vote with respect to the proposal to approve the merger agreement, it will have the same effect as a vote “AGAINST” the proposal.

Approval of the Blue Ridge adjournment proposal requires that the votes cast for such proposal exceed the votes cast against such proposal. If you (1) fail to submit a proxy or vote during the Blue Ridge special meeting, (2) mark “ABSTAIN” on your proxy or (3) fail to instruct your bank or broker how to vote with respect to the Blue Ridge adjournment proposal, it will have no effect on the outcome of the vote on such proposals.

Approval of the Bay Banks merger proposal requires the affirmative vote of not less than 60% of the outstanding shares of Bay Banks common stock entitled to vote on the merger as of the close of business on November 30, 2020, the record date for the Bay Banks special meeting. If you (1) fail to submit a proxy or vote during the Bay Banks special meeting, (2) mark “ABSTAIN” on your proxy or (3) fail to instruct your bank or broker how to vote with respect to the proposal to approve the merger agreement, it will have the same effect as a vote “AGAINST” the proposal.

Approval of the Bay Banks compensation proposal requires the affirmative vote of more than 60% of the shares represented at the Bay Banks special meeting. If you (1) fail to submit a proxy or vote during the Bay Banks special meeting or (2) fail to instruct your bank or broker how to vote with respect to the Bay Banks compensation proposal, it will have no effect on the outcome of the proposal. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “AGAINST” the proposal.

Approval of the Bay Banks adjournment proposal requires the affirmative vote of more than 60% of the shares represented at the Bay Banks special meeting, whether or not a quorum is present. If you (1) fail to submit a proxy or vote during the Bay Banks special meeting or (2) fail to instruct your bank or broker how to vote with respect to the Bay Banks adjournment proposal, it will have no effect on the outcome of the proposal. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “AGAINST” the proposal.

No Restrictions on Resale of Blue Ridge Common Stock Received by Bay Banks Shareholders (see page 105)

All shares of Blue Ridge common stock received by Bay Banks shareholders in the merger will be freely tradable, except that shares of Blue Ridge received by persons who are or become affiliates of Blue Ridge for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act.

Comparative Rights of Shareholders (see page 176)

The rights of Bay Banks shareholders who continue as Blue Ridge shareholders after the merger will be governed by Virginia law and the articles of incorporation and bylaws of Blue Ridge, which are different from Bay Banks’ existing articles of incorporation and bylaws. For more information, please see “Comparison of Shareholders’ Rights” beginning on page 174.

Risk Factors (see page 31)

Before voting at the shareholder meetings, you should carefully consider all of the information contained in this joint proxy statement/prospectus, including the risk factors set forth in the “Risk Factors” section beginning on page 31.