Blue Ridge Bankshares, the parent company of Blue Ridge Bank, and FVCBankcorp, the parent company of FVCbank, entered into a definitive agreement pursuant to which the companies will combine in an all-stock merger of equals. The merger will create the fourth largest Virginia-headquartered community bank1 based on assets, according to the two companies.
Under the terms of the definitive merger agreement, which was unanimously approved by the boards of directors of both companies, FVCB shareholders will receive 1.1492 shares of Blue Ridge common stock for each share of FVCB common stock they own. FVCB shareholders will own approximately 47.5% and Blue Ridge shareholders will own approximately 52.5% of the combined company on a fully diluted basis.
The combined company will be headquartered in Fairfax, VA, and will maintain operation centers in other markets.
“This partnership creates a powerful and innovative financial services provider better able to serve its clients and communities of today and tomorrow,” Brian K. Plum, president and CEO of Blue Ridge, said. “The team at FVCB has built and maintains a high-quality banking franchise, and there is no better team with which to unite to capitalize on the opportunities presented by an evolving industry.”
“We are thrilled to be partnering with Blue Ridge Bankshares in this merger. Over the past couple of years, the growth initiatives and investments Blue Ridge has made has resulted in expanded profitability and a differentiated platform. Our two companies complement each other beautifully and the combined company will be a formidable competitor across our markets,” David W. Pijor, chairman and CEO of FVCB, said. “We believe this merger will enable us to serve our customers with additional products and services, including increased lending capacity and capabilities. As part of a larger and more diverse institution, our employees will have additional opportunities to grow, learn and develop their careers. Our shareholders should benefit from our increased profitability, liquidity and increased market capitalization. We look forward to continuing to grow this company across our markets.”
On a pro forma basis, the combined company expects to deliver an estimated 2022 ROAA of approximately 1.4% and an ROATCE of approximately 15% or more. In addition, the transaction is targeted to deliver more than 16% EPS accretion to Blue Ridge in 2022 and 2023 and more than 12% EPS accretion to FVCB in 2022 and 2023.
The mid-single digit tangible book value per share dilution to Blue Ridge is expected to be earned back approximately two years from closing. The combined company is expected to have a Common Equity Tier 1 Capital ratio of more than 11% at closing.
Pijor will be the executive chairman of the combined company and Plum will continue in the role of CEO of the combined company. Patricia A. Ferrick, president of FVCB, will be the president of the combined company and the president and CEO of the combined bank. Jennifer L. Deacon, CFO of FVCB, will be the CFO of the combined company.
The board of directors of the combined company will consist of 16 directors, including eight Blue Ridge board members and eight FVCB board members, with an independent Blue Ridge director serving as lead director. Pijor, Plum and Ferrick will all be named directors of the combined company
The merger is expected to close in Q4/21 or early Q1/22, subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals and approval by the shareholders of each company.
Raymond James served as financial advisor to Blue Ridge, with Williams Mullen serving as legal advisor. Piper Sandler served as financial advisor to FVCB, with Troutman Pepper serving as legal advisor.