Published: December 31, 2008
Premier Financial Bancorp, Inc. Announces Agreement to Merge with Abigail Adams National Bancorp
HUNTINGTON, W.Va., Dec. 31 /PRNewswire-FirstCall/ -- Premier Financial
Bancorp, Inc. (PREMIER), (Nasdaq: PFBI), a $732 million community bank holding
company with six bank subsidiaries, and Abigail Adams National Bancorp, Inc.
(Adams), a $436 million bank holding company headquartered inWashington, DC
(Nasdaq: AANB) jointly announce that they have entered into a definitive
agreement whereby Premier will acquire Adams in a 100% stock exchange valued
at approximately $10.9 million based on Premier's closing stock price on
December 31, 2008. The resulting community banking organization will have
consolidated assets of approximately $1.2 billion, with approximately $950
million in total deposits and $800 million in total loans.
Premier President and CEO Robert W. Walker commented, "We are pleased that
Adams has chosen to merge with Premier. We certainly have a history of
successfully working through formal regulatory agreements, reorganizing
managerial structures and systems, and returning banking franchises to
profitability. We believe the merger with Adams presents us with another
opportunity to revitalize an organization to become a healthy and profitable
community banking institution."
Adams National Bank Executive Vice President Lou Akers stated, "We are
excited by the opportunities to merge with Premier. We believe Premier is a
vibrant and growing community bank franchise. Their management team has a
history of operating banks that are strong, healthy performers within their
local communities with an inviting, friendly community bank atmosphere.
Through Premier's network of affiliated community banks, we will be able to
complement Adams' current loan and deposit products."
Abigail Adams is parent company to two subsidiary banks, Adams National
Bank, a $344 million bank headquartered inWashington, DC and Consolidated
Bank & Trust, a $92 million bank headquartered inRichmond, Virginia.
Premier Financial Bancorp announced a 6.8% increase in its third quarter
2008 earnings over their third quarter 2007 earnings. Premier's year-to-date
earnings through September 30, 2008 totaled $5.634 million compared to $5.383
million in the first nine months of 2007. Premier also owns Boone County Bank
inMadison, West Virginia, First Central Bank located inPhilippi, West
Virginia and Traders Bank inRavenswood, West Virginia. InKentucky,
Premier's affiliates are Citizens Deposit Bank inVanceburg and Farmers
Deposit Bank in Eminence. Ohio River Bank headquartered inIronton, Ohio is
also a community bank owned by Premier.
Under terms of the definitive agreement, each share of Adams common stock
will be converted into 0.4461 shares of Premier common stock. Premier
anticipates that it will issue approximately 1,545,000 shares of its common
stock. The transaction, which is subject to satisfaction of various
contractual conditions and requires approval by regulatory agencies and the
shareholders of Adams and Premier, is anticipated to close sometime in the
first half of 2009. Baxter Fentriss and Company served as financial advisor
and investment banker for Premier while RP Financial L.C. served as financial
advisor and investment banker for Adams.
Certain Statements contained in this news release, including without
limitation statements including the word "believes," "anticipates," "intends,"
"expects" or words of similar import, constitute "forward-looking statements"
within the meaning of section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of Premier to be materially different
from any future results, performance or achievements of Premier expressed or
implied by such forward-looking statements. Such factors include, among
others, general economic and business conditions, changes in business strategy
or development plans and other factors referenced in this press release. Given
these uncertainties, prospective investors are cautioned not to place undue
reliance on such forward-looking statements. Premier disclaims any obligation
to update any such factors or to publicly announce the results of any
revisions to any of the forward-looking statements contained herein to reflect
future events or developments.
SOURCE Premier Financial Bancorp, Inc.
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