#United States #Merger Agreement #TowneBank #Old Point #Suffolk, Virginia

TowneBank and Old Point Financial Corporation's Merger Announced

In a significant development for the financial landscape of Hampton Roads, TowneBank and Old Point Financial Corporation have officially announced the expected closing date for their merger, along with crucial details pertaining to shareholder elections. Both institutions have received the necessary regulatory approvals from the Federal Deposit Insurance Corporation (FDIC) and the Bureau of Financial Institutions of the Virginia State Corporation Commission, marking a pivotal step towards unifying their operations.

Merger Closing Date and Significance

The merger is projected to finalize on or around September 1, 2025, pending the fulfillment of traditional closing conditions. This consolidation is expected to not only fortify the financial capabilities of both institutions but also enhance service offerings to customers across the region. TowneBank, founded in 1999, is a prominent player in the banking sector, boasting over 55 branches across Virginia and North Carolina. In contrast, Old Point Financial Corporation serves its clientele through 13 branches, providing a full spectrum of retail and commercial financial services.

Election Deadline for Shareholders

For holders of Old Point common stock and restricted stock awards, a critical deadline is set for August 26, 2025, at 5:00 PM ET. During this window, shareholders will be required to submit their preferences regarding their consideration forms. The options included are:
1. $41.00 in cash for each share of Old Point common stock.
2. 1.14 shares of TowneBank common stock, with cash provided for any fractional shares.
3. A combination of cash and stock.

It's essential for shareholders to review the provided election materials and to ensure proper completion of their election forms to avoid any confusion regarding the type of compensation they will receive post-merger.

Allocation and Proration Guidelines

Old Point shareholders need to be aware that the allocation of stock versus cash is subject to proration provisions laid out in the Merger Agreement. This ensures that at least 50% and not more than 60% of the total shares will be allocated to stock consideration. Such provisions are set to guarantee a balanced approach, mitigating risks associated with cash versus stock allocations.

Steps for Valid Elections

To ensure valid elections:

• - Shareholders must send their completed election forms and any necessary stock certificates to Computershare Trust Company, N.A., the designated exchange agent, by the election deadline.
• - Those holding shares through a broker or other entities should follow specific instructions provided by their financial institutions regarding election submissions.
• - It is advisable for shareholders to read through the definitive proxy statements and relevant materials provided by both companies for a comprehensive understanding of their options.

Resources and Contact Information

For shareholders or concerned parties seeking further clarification, Georgeson Inc. is available as the information agent for the election, reachable at (877) 354-1902 during specified hours. Additionally, electronic copies of the Merger Agreement and the definitive proxy statement can be accessed online through the respective websites of both institutions, as well as through the FDIC and SEC platforms.

Conclusion

The merger of TowneBank and Old Point Financial Corporation represents a strategic move aimed at bolstering financial services in the Hampton Roads area. As the September closing approaches, shareholders are urged to stay informed and actively engage with the election process to make the most of their investments. As both banks merge their strengths, the anticipated outcomes promise enhanced financial solutions and support for the communities they serve.