Item 1.01 Entry into a Material Definitive Agreement.
On March 8, 2017, Southern National Bancorp of Virginia, Inc. (“SONA”) and Eastern Virginia Bankshares, Inc. (“EVBS”) entered into an amendment (the “Amendment”) to the Agreement and Plan of Merger, dated December 13, 2016 (the “Merger Agreement”), by and between SONA and EVBS whereby EVBS will merge with and into SONA, with SONA as the surviving corporation (the “Merger”). The Amendment amends the date before which the Termination Fee (as defined in the Merger Agreement) is payable by SONA or EVBS in the event that either SONA or EVBS, as applicable, terminates the Merger Agreement under specified circumstances and enters into a definitive agreement with another party or consummates an alternative acquisition.
Other than as described herein, the Amendment does not amend any other provision of the Merger Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 2.1 to this report and is incorporated herein by reference.
The Merger Agreement and the Amendment should not be read alone, but should instead be read in conjunction with the other information regarding SONA, EVBS, their respective affiliates or their respective businesses, the Merger Agreement, the Amendment and the Merger that will be contained in, or incorporated by reference into, the registration statement of SONA on Form S-4 that will include a joint proxy statement of SONA and EVBS and a prospectus of SONA, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K and other filings that each of SONA and EVBS make with the Securities and Exchange Commission (the “SEC”).
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | | | Description | |
| 2.1 | | | Amendment to Agreement and Plan of Merger, dated as of March 8, 2017, by and between Southern National Bancorp of Virginia, Inc. and Eastern Virginia Bankshares, Inc. | |
Forward-Looking Statements
The information presented herein contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding SONA’s and EVBS’s expectations or predictions regarding the Merger. These forward-looking statements are based on the current beliefs and expectations of the management of SONA or EVBS and are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond their control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the expectations or predictions discussed or implied in these forward-looking statements. Forward-looking statements may be identified by words such as “may,” “could,” “will,” “expect,” “believe,” “anticipate,” “forecast,” “intend,” “plan,” “prospects,” “estimate,” “potential,” or by variations of such words or by similar expressions. Forward-looking statements in this report (including in the exhibits hereto) may include, but are not limited to, statements about the timing of the Merger and certain regulatory approvals related to the Merger. Forward-looking statements speak only as of the date they are made and SONA and EVBS assume no duty to update forward-looking statements.
In addition to factors previously disclosed in SONA’s and EVBS’s reports filed with the SEC and those identified elsewhere in this report, the following factors, among others, could cause actual results to differ materially from the results expressed in or implied by forward-looking statements and historical performance: ability to obtain regulatory approvals and meet other closing conditions to the transaction; delays in closing the transaction; changes in asset quality and credit risk; changes in interest rates and capital markets; the introduction, timing and success of business initiatives; competitive conditions; and the inability to recognize cost savings or revenues or to implement integration plans associated with the transaction.
