RICHMOND, Va., April 27, 2010 (GLOBE NEWSWIRE) -- Bank of Virginia (Nasdaq:BOVA) and bank investment group Cordia Bancorp Inc. announced today that Cordia has agreed to acquire up to 5,000,000 newly issued shares of Bank of Virginia common stock at a price of $3 per share. Additionally, the board of directors of Bank of Virginia will be expanded to include six new members from Cordia.
Cordia Bancorp was formed in Virginia in 2009 by a team of former bank CEOs, directors and advisors seeking to invest in undervalued community banks in the Mid-Atlantic and Southeast.
Jack C. Zoeller, President & CEO of Cordia Bancorp, will join Bank of Virginia as Chairman and CEO upon closing. Henry E. Richeson, the founding CEO of Bank of Virginia, will serve as Vice Chairman. Frank Bell, III will continue to serve as President.
Frank Bell commented, "We are pleased that Jack and his team are joining Bank of Virginia and bringing their talent and over 110 years of banking experience to the bank. While we maintain our position as 'well-capitalized' and meet all federal regulatory capital requirements, the additional capital from Cordia Bancorp will further strengthen Bank of Virginia, protect us during this difficult economic cycle, and position us for future growth and expansion in 2011 and beyond."
Bell continued: "After months of discussions, our board unanimously agreed that by partnering with Cordia Bancorp, we would be able to deliver increased value to our shareholders and take our bank's strategy to the next level."
Mr. Zoeller, CEO of Cordia, stated, "We formed Cordia Bancorp because we saw a large, unmet need for conservatively managed, well-capitalized, community-oriented banks in the Southeast. Bank of Virginia represents a solid banking franchise in a highly attractive geographic market in this region. Working together with our new partners, we will seek to build the bank's profitability, expand customer relationships, and pursue additional opportunities to enhance shareholder value."
"We look forward to working closely with Frank, Hank and the Bank of Virginia board of directors in solidifying the foundation they have built over the past six years, and positioning the bank to be ready to take advantage of opportunities for future growth both organically and through mergers and acquisitions."
Also joining the Bank of Virginia board upon closing will be Peter W. Grieve, Chairman of Cordia Bancorp; Bruce B. Nolte and Raymond H. Smith, Jr., directors of Cordia; Christopher G. Miller, Cordia's Chief Financial Officer and John P. Wright, Cordia's Merger and Strategy Advisor. Mr. Zoeller served as Chairman and CEO of ComFed Bancorp Inc. in Lowell, MA during the savings and loan crisis, and more recently served on two local Virginia bank boards. Mr. Nolte is the former CEO of two Richmond-area bank holding companies. Christopher Miller, former CFO of Star Scientific (Nasdaq:CIGX), has chaired the audit committees of two Virginia companies. Mr. Wright served 13 years as an analyst and advisor at bank specialist firm Keefe, Bruyette and Woods. Mr. Smith was a founder of Rivoli Bank and Trust of Macon, GA and chaired its board's asset-liability management committee. Mr. Grieve recently retired as Managing Director of a major investment bank after a 25 year career.
Cordia's investment of up to $15,000,000 is subject to approval by Bank of Virginia shareholders at the bank's annual meeting, expected to be held in June 2010, and by federal and state banking authorities, expected in the third quarter of 2010.
Under the agreement, Cordia will purchase a minimum of 2,000,000 shares upon regulatory approval and a maximum of 5,000,000 shares by the end of 2010. Cordia has commenced registration as a bank holding company and will own up to 52% of Bank of Virginia's outstanding common shares upon consummation of its investment.
Williams Mullen acted as the Bank of Virginia's legal advisor and Davenport & Company LLC served as its financial advisor. Cordia Bancorp was represented by Kilpatrick Stockton LLP as legal advisor and FBR Capital Markets & Co. served as its financial advisor.
About Bank of Virginia
Bank of Virginia, a Virginia state chartered bank headquartered in Midlothian, Virginia, currently operates five full-service offices in the counties of Chesterfield and Henrico, Virginia. Bank of Virginia common stock is traded on the NASDAQ stock market under the quotation symbol "BOVA". Additional investor relations information can be found on the internet at www.bankofva.com.
About Cordia Bancorp Inc.
Cordia Bancorp, incorporated in Virginia in 2009, is a private bank holding company (in formation) currently headquartered in Washington, DC. Additional information can be found on the internet at www.cordiabancorp.com.
Forward Looking Statements
This news release may include forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include: changes in business or other market conditions; delays in receiving shareholder approval for the proposed share issuance; delays in receiving regulatory approval for the proposed transaction; and other risks detailed from time to time in the bank's periodic filings with the Board of Governors of the Federal Reserve System, including the bank's annual report on Form 10-K as filed with the Board of Governors of the Federal Reserve. Pursuant to the Private Securities Litigation Reform Act of 1995, the Bank does not undertake to update forward-looking statements contained within this news release.