Bank of Virginia (BOVA) to Raise $5M, Reorganize as Subsidiary
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Bank of Virginia (NASDAQ: BOVA) announced today that its largest shareholder, Cordia Bancorp Inc., has invested an additional $3 million in the Bank. The Bank plans to offer its other existing shareholders the right to invest up to $2 million on the same terms. The Bank also entered into an Agreement and Plan of Share Exchange with Cordia Bancorp pursuant to which each share of the Bank's common stock held by persons other than Cordia Bancorp would be exchanged for shares of Cordia Bancorp common stock. As a result, the Bank would become a wholly-owned subsidiary of Cordia Bancorp.
Under the terms of a Stock Purchase Agreement between Cordia Bancorp and the Bank, Cordia Bancorp purchased 4,166,667 shares of common stock of the Bank at the price of $0.72 per share.
The Bank plans to raise up to an additional $2 million by issuing up to 2,798,882 common shares in a public rights offering that it expects to begin in the third quarter of 2012. In the rights offering, the Bank will grant to each of its shareholders other than Cordia Bancorp non-transferable rights to purchase .61489 of a share of common stock for each share held.
The rights will be distributed to shareholders of record as of September 20, 2012 and may be exercised at $0.72 per share, which is the same price paid by Cordia Bancorp.
Simultaneously with the execution of the Stock Purchase Agreement, Cordia Bancorp and the Bank entered into an Agreement and Plan of Share Exchange pursuant to which each outstanding share of Bank common stock owned by persons other than Cordia Bancorp will be exchanged for 0.1328 of a share of Cordia Bancorp common stock. As a result of the share exchange, the Bank would become a wholly owned subsidiary of Cordia Bancorp. Completion of the share exchange is subject to approval of the shareholders of both the Bank and Cordia Bancorp, including approval by a majority of the votes cast by the holders of Bank common stock other than Cordia Bancorp. The share exchange is also subject to listing of the shares of Cordia Bancorp on NASDAQ.
Under the terms of a Stock Purchase Agreement between Cordia Bancorp and the Bank, Cordia Bancorp purchased 4,166,667 shares of common stock of the Bank at the price of $0.72 per share.
The Bank plans to raise up to an additional $2 million by issuing up to 2,798,882 common shares in a public rights offering that it expects to begin in the third quarter of 2012. In the rights offering, the Bank will grant to each of its shareholders other than Cordia Bancorp non-transferable rights to purchase .61489 of a share of common stock for each share held.
The rights will be distributed to shareholders of record as of September 20, 2012 and may be exercised at $0.72 per share, which is the same price paid by Cordia Bancorp.
Simultaneously with the execution of the Stock Purchase Agreement, Cordia Bancorp and the Bank entered into an Agreement and Plan of Share Exchange pursuant to which each outstanding share of Bank common stock owned by persons other than Cordia Bancorp will be exchanged for 0.1328 of a share of Cordia Bancorp common stock. As a result of the share exchange, the Bank would become a wholly owned subsidiary of Cordia Bancorp. Completion of the share exchange is subject to approval of the shareholders of both the Bank and Cordia Bancorp, including approval by a majority of the votes cast by the holders of Bank common stock other than Cordia Bancorp. The share exchange is also subject to listing of the shares of Cordia Bancorp on NASDAQ.
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