Exhibit 99.1
[LOGO]
Blue Valley Ban Corp.
FORM OF LETTER TO STOCKHOLDERS WHO HOLD STOCK AS RECORD HOLDERS, THROUGH THE
RESTRICTED STOCK AWARD PROGRAM, AND/OR THROUGH THE ESPP PROGRAM (COLLECTIVELY,
THE "STOCKHOLDERS")
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THE RIGHTS OFFERING SUBSCRIPTION PERIOD WILL EXPIRE AT 5:00 P.M., EASTERN TIME
ON DECEMBER 5, 2008, UNLESS BLUE VALLEY BAN CORP. EXTENDS THE RIGHTS OFFERING
(SUCH TIME AND DATE WITH RESPECT TO THE EXPIRATION OF THE RIGHTS OFFERING, AS IT
MAY BE EXTENDED, THE "EXPIRATION TIME").
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November 14, 2008
Dear Stockholder:
Your management has determined that it is in the best interest of Blue
Valley Ban Corp. (the "Company") to further strengthen its capital base.
Therefore, the Company is raising equity capital through a rights offering to
our stockholders.
This letter is being delivered by the Company to all Stockholders of its
common stock, par value $1.00 per share (the "Common Stock") as of 5:00 p.m.,
Eastern time on November 10, 2008 (the "Record Date"), to explain a rights
offering (the "Rights Offering") of nontransferable rights to subscribe for and
purchase shares of Common Stock (the "Rights"). The Rights, the Rights Offering
and the Common Stock are described in the enclosed prospectus (the
"Prospectus"). Your Rights are evidenced by the enclosed subscription rights
certificate (the "Subscription Rights Certificate") registered in your name(s).
All exercises of the Rights are irrevocable. You should read the Prospectus
carefully before deciding whether to exercise your Rights.
In the Rights Offering, the Company is offering an aggregate of
approximately 334,000 shares of Common Stock. Each Right will allow you to
subscribe for .1352 of a share of Common Stock at a subscription price of $18.00
per share (the "Subscription Price"). In addition, each subscribing stockholder
who exercises his or her Rights in full will be eligible to subscribe for
additional shares of Common Stock (the "Over-Subscription Right") at the same
price of $18.00 per share, subject to availability and pro ration as described
in the Prospectus. Holders will not receive fractional shares of Common Stock or
cash in lieu of fractional shares of Common Stock as a result of their exercise
of Rights pursuant to the Rights Offering. Fractional shares of Common Stock
will not be issued in the Rights Offering.
We have enclosed copies of the following documents:
1. The Prospectus;
2. Your Subscription Rights Certificate;
3. Instructions as to Use of Blue Valley Ban Corp. Subscription Rights
Certificates; and
4. A return envelope addressed to Computershare (the "Subscription
Agent").
To exercise the Rights, you should deliver the properly completed and
signed Subscription Rights Certificate, with payment of the Subscription Price
for each share of Common Stock subscribed for, to the Subscription Agent at or
prior to the Expiration Time, as described in the Prospectus. The Subscription
Agent must
receive the Subscription Rights Certificate, with payment of the full
Subscription Price at or prior to the Expiration Time. Rights not exercised at
or prior to the Expiration Time will expire and will be void and no longer
exercisable.
Additional copies of the enclosed materials may be obtained from the
Subscription Agent, by contacting the Subscription Agent at (781) 575-2765 or
(800) 546-5141. Any questions or requests for assistance concerning the Rights
Offering should be directed to the Subscription Agent. You may also contact Bob
Regnier, our President and Chief Executive Officer, at (913) 234-2240 or Mark
Fortino our Chief Financial Officer, at (913) 234-2345 from 8:00 a.m. to 5:00
p.m., Central Time, Monday through Friday, if you have any questions.
As a Stockholder, you are cordially invited to attend an information
session about the Rights Offering. The information session will be held on
Monday, November 24, 2008 at 6:00 P.M., Central Time, at the Company's banking
center located at 7900 College Boulevard, Overland Park, Kansas 66210.
As always, thank you for your investment in and continued support of
Blue Valley Ban Corp.
Very truly yours,
Robert D. Regnier, President and Chief
Executive Officer
Blue Valley Ban Corp.