BANK AGREEMENT AND PLAN OF MERGER of PIEDMONT BANK with and into UNITED BANK
Exhibit 99.4
BANK AGREEMENT AND PLAN OF MERGER
of
PIEDMONT BANK
with and into
UNITED BANK
THIS BANK AGREEMENT AND PLAN OF MERGER by and between Piedmont Bank (“Piedmont Bank”) and United Bank (“United Bank”) is dated as of May 9, 2024 (this “Bank Merger Agreement”).
WHEREAS, Piedmont Bank is a Georgia chartered commercial bank organized and existing under the Code of Georgia (the “Georgia Code”) with its principal office at 0000 Xxxxxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000 with an authorized capitalization of 2,000,000 shares of preferred stock, $1.00 par value per share, and 10,000,000 shares of common stock, $5.00 par value per share (“Piedmont Bank Capital Stock”), of which 600,000 shares of Piedmont Bank common stock are outstanding; and
WHEREAS, United Bank is a Virginia chartered commercial bank organized and existing under the Code of Virginia (the “Virginia Code”) with its principal office at 00000 Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, with an authorized capitalization of 200,000 shares of common stock, par value $10.00 per share (“United Bank Capital Stock”), of which 200,000 shares are outstanding; and
WHEREAS, Piedmont Bank is a wholly owned subsidiary of Piedmont Bancorp, Inc., a Georgia corporation and bank holding company having its headquarters at 0000 Xxxxxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000 (“Piedmont”); and
WHEREAS, United Bank is a wholly owned subsidiary of United Bankshares, Inc. a West Virginia corporation and financial holding company having its headquarters at 000 Xxxxxx Xxxxxx, 000 Xxxxxxxx Xxxxxx, Xxxx, Xxxxxxxxxx, Xxxx Xxxxxxxx 00000 (“United”); and
WHEREAS, prior to the entry into this Bank Merger Agreement, United and Piedmont entered into an Agreement and Plan of Merger dated as of May 9, 2024 (as such agreement may hereafter be amended or supplemented from time to time, the “Parent Merger Agreement”) pursuant to which United has agreed to acquire Piedmont by means of the merger of Piedmont with and into United with United surviving such merger (the “Merger”); and
WHEREAS, it is contemplated pursuant to the Parent Merger Agreement that, after the Merger, Piedmont Bank will be merged with and into United Bank, with United Bank surviving the merger (the “Bank Merger”); and
WHEREAS, each of the Boards of Directors of Piedmont Bank and United Bank has determined that the Bank Merger would be in the best interests of its respective bank, has approved the Bank Merger and has authorized its respective bank to enter into this Bank Merger Agreement; and
WHEREAS, the parties hereto intend that the Bank Merger shall qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and this Bank Merger Agreement is intended to be adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code;
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties do hereby agree as follows:
ARTICLE I
At the Effective Time (as defined in Section 4.1), subject to the terms and conditions of this Bank Merger Agreement, Piedmont Bank shall be merged with and into United Bank, and United Bank shall be the surviving institution resulting from the Bank Merger (the “Merged Bank”), pursuant to Section 6.2-822 of the Virginia Code and Section 7-1-628.4 of the Georgia Code. The Bank Merger shall have the effect provided in Section 6.2-822 of the Virginia Code and Section 7-1-628.4 of the Georgia Code.
ARTICLE II
The name of the Merged Bank in the Bank Merger shall be “United Bank” or such other name as United Bank shall advise Piedmont Bank in writing.
ARTICLE III
The business of the Merged Bank shall be that of a Virginia chartered commercial bank. The business shall be conducted by the Merged Bank at its principal office, which shall be located at the principal office of United Bank at 00000 Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, at all duly authorized and operating branches of United Bank and Piedmont Bank as of the Effective Time (as hereinafter defined), together with the principal office of Piedmont Bank, which shall be operated as a branch of the Merged Bank, and at all other offices and facilities of United Bank and Piedmont Bank established as of the Effective Time.
ARTICLE IV
Section 4.1 At the time the Bank Merger becomes effective (the “Effective Time”), the separate existence of Piedmont Bank shall cease and the corporate existence of United Bank, as the Merged Bank, shall continue unaffected and unimpaired by the Bank Merger; and the Merged Bank shall be deemed to be the same business and corporate entity as each of Piedmont Bank and United Bank. At the Effective Time, by virtue of the Bank Merger and without any further act, deed, conveyance or other transfer, all of the property, rights, powers and franchises of Piedmont Bank and United Bank shall vest in United Bank as the Merged Bank, and the Merged Bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of Piedmont Bank and United Bank, and to have succeeded to all of the
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relationships, fiduciary or otherwise, of Piedmont Bank and United Bank as fully and to the same extent as if such property, rights, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Merged Bank; provided, however, that the Merged Bank shall not, through the Bank Merger, acquire power to engage in any business or to exercise any right, privilege or franchise that is not conferred on the Merged Bank by the Virginia Code, Georgia Code or applicable regulations.
Section 4.2 The Merged Bank, upon the consummation of the Bank Merger and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests, including appointments, designations and nominations, and all other rights and interests as agent, trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, conservator, assignee, receiver and committee of estates of incompetents, bailee or depository of personal property, and in every other fiduciary and/or custodial capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by each of Piedmont Bank and United Bank immediately prior to the Effective Time.
ARTICLE V
Section 5.1 At the Effective Time, (i) all of the shares of Piedmont Bank Capital Stock validly issued and outstanding immediately prior to the Effective Time shall, by virtue of the Bank Merger and without any action on the part of the holder thereof, be canceled and retired, and no cash, new shares of common stock, or other property shall be delivered in exchange therefor, and (ii) the shares of United Bank Capital Stock issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, continue to be issued and outstanding.
Section 5.2 At and after the Effective Time, certificates evidencing shares of Piedmont Bank Capital Stock shall thereafter not evidence any interest in Piedmont Bank or the Merged Bank.
Section 5.3 The stock transfer book of Piedmont Bank shall be closed as of the Effective Time and, thereafter, no transfer of any shares of Piedmont Bank Capital Stock shall be recorded therein.
Section 5.4 Any outstanding options or other rights to acquire shares of Piedmont Bank Capital Stock outstanding as of the Effective Time shall be canceled at the Effective Time.
ARTICLE VI
Section 6.1 Upon the Effective Time, the Board of Directors of the Merged Bank shall be comprised of those persons serving as directors of United Bank immediately prior to the Effective Time. Each such director shall hold office until the next annual meeting of the shareholder of the Merged Bank at which directors are elected, unless sooner removed, resigned, disqualified or deceased, and until his or her successor has been elected and qualified.
Section 6.2 The officers of United Bank serving immediately prior to the Effective Time shall serve as the officers of the Merged Bank, as the successor institution, until their successors are duly appointed by the Board of Directors of the Merged Bank.
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ARTICLE VII
From and after the Effective Time, (i) the Articles of Incorporation, as amended, of the Merged Bank shall be the Articles of Incorporation of United Bank in effect immediately prior to the Effective Time and shall thereafter continue in full force and effect until further altered, amended or repealed in accordance with law, and (ii) the Bylaws, as amended, of the Merged Bank shall be the Bylaws of United Bank in effect immediately prior to the Effective Time and shall thereafter continue in full force and effect until further altered, amended or repealed in accordance with law.
ARTICLE VIII
This Bank Merger Agreement may be amended by a subsequent writing signed by all of the parties hereto. This Bank Merger Agreement may be terminated by mutual consent of Piedmont Bank and United Bank at any time prior to the Effective Time. In addition, this Bank Merger Agreement will terminate, and be of no further force or effect, upon the termination of the Parent Merger Agreement without any action by either party hereto.
ARTICLE IX
Section 9.1 This Bank Merger Agreement and the Bank Merger shall be adopted and approved by the written consent of the sole holder of all of the outstanding shares of Piedmont Bank Capital Stock and by the written consent of the sole holder of all of the outstanding shares of United Bank Capital Stock.
Section 9.2 The Effective Time shall be the later of: (i) the issuance by each of the Virginia State Corporation Commission (the “VSCC”) and the Georgia Secretary of State of a certificate of merger relating to the Bank Merger; and (ii) the time set forth in articles of merger relating to the Bank Merger filed with the VSCC and the Georgia Secretary of State; provided, however, that in no event shall the Effective Time be earlier than or occur at the same time as the effective time of the Merger.
Section 9.3 Notwithstanding any provision of this Bank Merger Agreement to the contrary, it shall be a condition to the consummation of the Bank Merger and the parties’ obligations to consummate the Bank Merger that, (i) immediately prior to the Effective Time, the Merger shall have been consummated in accordance with the terms of the Parent Merger Agreement and United shall be the sole holder of all of the issued and outstanding shares of Piedmont Bank Capital Stock and all of the issued and outstanding shares of United Bank Capital Stock, either directly or indirectly, (ii) all required regulatory approvals shall have been obtained and any waiting periods shall have expired and (iii) no court of competent jurisdiction or governmental authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order which prohibits or makes illegal the consummation of the Bank Merger.
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Section 9.4 Each of the parties hereto agrees to use reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Bank Merger Agreement, subject to and in accordance with the applicable provisions of the Parent Merger Agreement.
ARTICLE X
Any notice or other communication required or permitted under this Bank Merger Agreement shall be effective only if it is in writing and delivered personally or sent by registered or certified mail, postage prepaid, addressed as follows:
if to Piedmont Bank:
Xxxxx Xxxxxx, III, Chairman and Chief Executive Officer
Piedmont Bank
0000 Xxxxxxxxx Xxxxxxx
Peachtree Corners, Georgia 30092
E-mail: Xxxxx.Xxxxxx@xxxxxxxx.xxxx
Copy to:
Xxxx X. Xxxxxx, Esq.
Xxxxxx & Bird LLP
One Atlantic Center
0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000
E-mail: Xxxx.Xxxxxx@xxxxxx.xxx
if to United Bank:
Xxxxx X. Xxxxxxxx, Xx., Chief Executive Officer
United Bank
0000 Xxxxxxx Xxxxxxxxx
Fairfax, Virginia 22030
E-mail: xxxxx.xxxxxxxx@xxxxxxxxxxxxxx.xxx
Copy to:
Xxxxxx X. Xxxxxx
Xxxxxx Xxxx LLP
000 Xxxxxxxx Xxxxxx
Charleston, West Virginia 25301
E-mail: xxxxxxx@xxxxxxxxxx.xxx
or to such other address as such party may designate by notice to the others and shall be deemed to have been given upon receipt.
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ARTICLE XI
From time to time as and when reasonably requested by the Merged Bank and to the extent permitted by law and at the expense of the Merged Bank, the officers and directors of Piedmont Bank and United Bank last in office shall execute and deliver such assignments, deeds and other instruments and shall take or cause to be taken such further or other action as shall be necessary in order to vest or perfect in or to confirm of record or otherwise to the Merged Bank title to, and possession of, all of the property, rights, power and franchises of Piedmont Bank and United Bank, including, without limitation, all rights and interests of Piedmont Bank and United Bank in any fiduciary and/or custodial capacity, and otherwise to carry out the purposes of this Bank Merger Agreement, and the proper officers and directors of the Merged Bank, as the receiving and surviving entity, are fully authorized to take any and all such action in the name of Piedmont Bank and United Bank or otherwise.
ARTICLE XII
This Bank Merger Agreement is binding upon and is for the benefit of Piedmont Bank and United Bank and their respective successors and permitted assigns; provided, however, that neither this Bank Merger Agreement nor any rights or obligations hereunder may be assigned by any party hereto to any other person without the prior consent in writing of each other party hereto. This Bank Merger Agreement is not made for the benefit of any person, firm, corporation or association not a party hereto and no other person, firm, corporation or association shall acquire or have any right under or by virtue of this Bank Merger Agreement.
ARTICLE XIII
This Bank Merger Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, except to the extent federal law may be applicable.
ARTICLE XIV
This Bank Merger Agreement and the Bank Merger shall constitute a plan of “reorganization” for the Bank Merger for purposes of Sections 354 and 361 of the Code.
ARTICLE XV
This Bank Merger Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, Piedmont Bank and United Bank have each caused this Bank Agreement and Plan of Merger to be executed as of the date first above written.
| PIEDMONT BANK | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx | ||
| Title: | Chairman and Chief Executive Officer | |
| UNITED BANK | ||
| By: | /s/ Xxxxx X. Xxxxxxxx, Xx. | |
| Xxxxx X. Xxxxxxxx, Xx. | ||
| Title: | Chief Executive Officer | |
Signature Page to the Bank Agreement and Plan of Merger
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