Hampton Roads Bankshares and Shore Financial Corporation have jointly announced that the board of directors of each company approved the execution of, and the parties have executed, a definitive agreement in which Shore Financial will merge with and into Hampton Roads.
Under the terms of the merger agreement, Hampton Roads Bankshares will acquire all of the outstanding shares of Shore Financial Corporation. Shore Financial Corporation shareholders will receive either $22 per share in cash or 1.8 shares of Hampton Roads Bankshares common stock for each share owned of Shore Financial Corporation.
Stockholders of Shore Financial Corporation will have the opportunity to elect to receive cash, shares of Hampton Roads Bankshares common stock, or a combination of both subject to the allocation and proration procedures set forth in the merger agreement which are intended to ensure that, in the aggregate, no less than 25% and no more than 45% of the total merger consideration will be cash and the remainder will be Hampton Roads Bankshares common stock.
The merger is anticipated to close in the second quarter of 2008 and is conditioned upon receiving the requisite regulatory and stockholder approvals. Scott Harvard will continue to serve as president and CEO of Shore Bank and as an executive vice president of Hampton Roads Bankshares.
Jack Gibson, president and CEO of Hampton Roads Bankshares, stated: Both of our organizations share a vision to grow and be the market leader without compromising profitability. Shore’s talented and well-respected management team will be instrumental in guiding our growth into this market and helping us to take advantage of future opportunities throughout the Delmarva Peninsula.