M&A - OLD POINT FINANCIAL CORP

Form Type: DEFM14A

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000110465925052939

Filing Summary: On April 2, 2025, Old Point Financial Corporation and TowneBank executed a merger agreement to acquire Old Point. This acquisition involves shareholders of Old Point being given the option to receive cash or stock in TowneBank as the merger consideration. Specifically, holders of Old Point common stock can choose to receive $41.00 per share in cash or 1.14 shares of TowneBank stock, with the total stock allocation capped between 50% and 60% of outstanding shares. Furthermore, the merger is classified as a 'reorganization' under the Internal Revenue Code, allowing U.S. holders to avoid gain or loss recognition for tax purposes when exchanging their shares for TowneBank stock. A special meeting for Old Point shareholders is scheduled for July 2, 2025, to approve the merger, necessary amendments to the articles of incorporation, and potential compensation packages related to the merger. The Old Point board recommends voting in favor of these proposals, and the outcomes of the votes impact the transaction's completion.

Form Type: PREM14A

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925050070

Filing Summary: Old Point Financial Corporation proposes a merger with TowneBank, as approved unanimously by the boards of directors of both companies. The merger agreement was signed on April 2, 2025, and involves Old Point merging into TowneBank, with Old Point National Bank also merging into TowneBank subsequently. Shareholders of Old Point can choose to receive either $41.00 in cash or 1.14 shares of TowneBank common stock for each share they own. The cash and stock considerations are subject to proration to ensure 50%-60% of shares receive stock. This merger is intended to qualify as a tax-free reorganization under U.S. tax law, making it beneficial for shareholders regarding taxable gains. The document details that a special meeting for Old Point’s shareholders is set to approve the merger agreement, with recommendations from the board to vote in favor of the proposals. Shareholders must act quickly as the meeting date approaches, and various risks associated with the merger are outlined throughout the document.

Form Type: 10-K/A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000114036125016568

Filing Summary: This document is an amendment to Old Point Financial Corporation's annual report for the fiscal year ending December 31, 2024. The amendment updates Part III (Items 10-14) to add previously omitted information under General Instruction G(3), including details of the board of directors and executive officers. It further clarifies the recent merger agreement dated April 2, 2025, under which Old Point Financial Corporation will merge into TowneBank, resulting in TowneBank as the surviving entity. The amendment mentions that no financial statements are included and reflects the amendments made to Items 10-14 and the exhibit index. It further notes that this amendment follows all previous filings with the SEC.

Form Type: 8-K

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000110465925042565

Filing Summary: On April 30, 2025, Old Point Financial Corporation published a press release regarding its earnings and financial results for the first quarter ending March 31, 2025, and simultaneously disclosed planned merger activities with TowneBank. The report serves the dual purpose of meeting regulatory filing obligations and soliciting shareholder approval for the proposed merger. Details indicate that Old Point will soon file a preliminary proxy statement along with an offering circular related to the merger, urging shareholders to read the forthcoming documents carefully for comprehensive details concerning the transaction. The filing also highlights that financial and ownership information regarding Old Point and TowneBank executives will be disclosed in future filings with the SEC and FDIC, emphasizing transparency in the merger process.

Form Type: DEFA14A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000110465925042581

Filing Summary: On April 30, 2025, Old Point Financial Corporation issued a press release detailing its earnings and financial results for the first quarter ended March 31, 2025. The document disclosed plans for a proposed merger of Old Point into TowneBank. It highlights that a preliminary proxy statement will be filed with the SEC, including an offering circular related to TowneBank's common stock, while shareholders will be solicited for approval of the transaction. Key details regarding participants in the solicitation and access to relevant filings were provided, emphasizing the importance for shareholders and investors to review the definitive proxy statement/offering circular once available.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000089706925000773

Filing Summary: On April 3, 2025, Old Point Financial Corp announced the signing of a definitive agreement and plan of merger with TowneBank, which will acquire the Company for a combination of $41.00 in cash and/or shares of common stock of TowneBank at a fixed exchange ratio of 1.14 TowneBank shares for every 1.00 share of Old Point Financial Corp. PL Capital Advisors entered into a support and voting agreement with TowneBank, committing to not sell or transfer shares until the merger closes or the agreement is terminated, to vote beneficially owned shares for the merger, and to elect 100% cash for its merger consideration selection, subject to proration. The document further details that PL Capital Advisors, representing an aggregate of 720,861 shares or 14.1% of the Company's common stock, believes the shares were undervalued at the time of acquisition. This is the tenth amendment to the initial Schedule 13D filing, and it notes that no transactions were made by the Reporting Persons in the last 60 days. The reporting persons have no current plans to acquire more than 14.9% of the outstanding common stock.

Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925031476

Filing Summary: On April 3, 2025, Old Point Financial Corporation and TowneBank announced a joint press release revealing that they entered into an Agreement and Plan of Merger. Under this agreement, Old Point will merge with TowneBank, with TowneBank as the surviving entity. Simultaneously, Old Point Bank, a wholly owned subsidiary of Old Point, will also merge into TowneBank. This merger is described as a significant transaction aimed at enhancing operational synergy and financial performance. The announcement includes attachments of the joint press release and an investor presentation by TowneBank related to the merger.

Form Type: DEFA14A

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925031477

Filing Summary: On April 3, 2025, Old Point Financial Corporation and TowneBank announced a joint press release that revealed the signing of an Agreement and Plan of Merger. This agreement stipulates that Old Point will merge with TowneBank, with TowneBank as the surviving entity. Additionally, Old Point's wholly-owned subsidiary, Old Point Bank, will merge into TowneBank at the same time. This merger is expected to create various benefits, including potential cost savings and improved financial results for the merged entity. The announcement included a presentation to investors detailing the transaction and its expected impact.

Form Type: DEFA14A

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925031695

Filing Summary: On April 3, 2025, Old Point Financial Corporation announced a merger agreement with TowneBank. The agreement was unanimously approved by the boards of directors for both organizations, resulting from months of discussions and due diligence efforts. The merger aims to combine Old Point National Bank of Phoebus with TowneBank, enhancing the scale and services available to customers. The merger is projected to create a combined entity with approximately $19.5 billion in assets. The closing of the transaction is targeted for the second half of 2025, pending regulatory and shareholder approvals. Post-merger, Old Point National Bank will operate as a division of TowneBank while Old Point Trust & Financial Services will remain separate until further notice. Employees are advised that there will be no immediate changes until the merger is completed, and integration planning processes will commence shortly. The merger is expected to improve customer service and expand product offerings for the clientele of both banks, while maintaining operational independence until the integration is finalized.

Form Type: DEFA14A

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925031697

Filing Summary: Old Point Financial Corporation announced a proposed merger with TowneBank, with expectations to complete the transaction in the second half of 2025, subject to shareholder and regulatory approvals. The merger will result in Old Point and The Old Point National Bank merging with TowneBank. A definitive proxy statement and offering circular concerning common stock of TowneBank will be provided to shareholders, outlining the transaction's details. The combined company is projected to have $19.5 billion in total assets, enhancing service capabilities and opportunities for employees. The Chairman emphasized the continuity of service and commitment to community values post-merger, with further updates promised to shareholders over the coming months. The announcement contains cautionary notes regarding forward-looking statements and risks related to the merger process.