BLUEFIELD, Va.--(BUSINESS WIRE)--June 9, 2003--First Community
Bancshares, Inc. (the "Company") (Nasdaq: FCBC) (www.fcbinc.com)
announced today that it has completed its acquisition of The
CommonWealth Bank, a Virginia-chartered commercial bank ("CommonWealth
Bank"). The acquisition expands First Community Bank's commercial
banking operations into the Richmond, Virginia market area and
complements its existing mortgage banking and brokerage network which
is currently headquartered in Richmond. CommonWealth Bank has 4
full-service offices located in the Richmond metro area. CommonWealth
Bank, which is headquartered in Richmond, has total assets of $148.7
million and total deposits of $111.1 million.
The merger will be accomplished through the exchange of .9015
shares of First Community Bancshares' common stock valued at $30.50,
cash, or a combination of First Community stock and cash equivalent to
$30.50 for each share of CommonWealth Bank common stock issued and
outstanding immediately prior to the merger, plus cash in lieu of any
fractional share interest, subject to election and allocation
procedures set forth in the merger agreement which are intended to
ensure that not more than 60% of the value of consideration will be in
the form of Company common stock with the remainder in the form of
cash. John M. Mendez, President and Chief Executive Officer of First
Community Bancshares, Inc., expressed his enthusiasm at the prospect
of entering the Richmond banking market.
Mendez noted that the addition of CommonWealth and the Richmond
market to the Company franchise is a significant element of the
Company's strategic plan to add metro markets to the Company's
existing strong customer base. According to Mendez, "Our Company
already has strong ties to the Richmond market through our mortgage
company and a number of strong commercial account relationships. This
will enable us to add full service capabilities for those customers
and introduce retail services in Eastern Virginia."
Franklin P. Hall, Chairman of the Board of Directors of
CommonWealth Bank commented that the combination with First Community
creates an outstanding opportunity for CommonWealth stockholders to
join forces with a growing company that has a long history of paying
shareholder dividends. First Community currently pays a dividend of
$1.04 per share which produces a yield of close to 3.00% on its
current price. Hall also announced that J. E. Causey Davis, President
and Chief Executive Officer of CommonWealth Bank, will continue in an
expanded role as Executive Vice President for the Company and the
Richmond area CEO responsible for the continued growth of the
Company's franchise in the Richmond area. Mr. Davis also voiced his
enthusiasm for the combination, indicating that he "is excited at the
opportunity to provide Richmond area banking services through a
company with the resources, products and reputation of First Community
Bank, N. A." First Community offers a wide range of both retail and
commercial financial services.
In connection with the merger, Harold V. Groome, Jr., CommonWealth
board member and Chairman of Groome Transportation, will assume a seat
on the Board of Directors of First Community Bancshares, Inc. and both
Groome and Hall will serve as directors on the board of First
Community Bank, N.A.
The merger brings First Community Bancshares, Inc.'s assets to
$1.65 billion. The Company is headquartered in Bluefield, Virginia and
is the parent company of First Community Bank, N. A., also
headquartered in Bluefield. With the addition of CommonWealth and two
branches opening in June in Winston-Salem, North Carolina, First
Community Bank will be operating through 47 full-service offices in
the three-state region of Virginia, West Virginia and North Carolina
and two trust and investment management offices. First Community Bank
is also the parent company of Stone Capital Management, Inc., an SEC
registered investment advisory firm and United First Mortgage, Inc.,
which operates 11 retail mortgage offices throughout Virginia. First
Community Bancshares, Inc.'s common stock is traded on the Nasdaq
National Market under the symbol "FCBC."
DISCLAIMER
This news release may include forward-looking statements. These
forward- looking statements are based on current expectations that
involve risks, uncertainties, and assumptions. Should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may differ materially.
These risks include: changes in business or other market conditions,
the success of the business combination as planned by the parties, the
timely development, production and acceptance of new products and
services and their feature sets; the challenge of managing
asset/liability levels; the management of credit risk and interest
rate risk; the difficulty of keeping expense growth at modest levels
while increasing revenues; and other risks detailed from time to time
in the Company's Securities and Exchange Commission reports, including
but not limited to the Annual Report on Form 10-K for the most recent
year ended.
CONTACT: First Community Bancshares, Inc.
Robert L. Schumacher, 276/326-9000
SOURCE: First Community Bancshares, Inc.