EXHIBIT 99.1
[SOUTHERN FINANCIAL BANCORP, INC. LOGO]
SOUTHERN FINANCIAL BANCORP, INC.
37 E. Main Street
Warrenton, VA 20186
SOUTHERN FINANCIAL AND METRO-COUNTY BANK OF VIRGINIA
SIGN DEFINITIVE AGREEMENT
FOR IMMEDIATE RELEASE
THURSDAY, APRIL 25, 2002
Contact: Patricia A. Ferrick, Senior VP and CFO
Southern Financial Bancorp. Inc. NASDAQ Symbol "SFFB"
Website: WWW.SOUTHERNFINANCIALBANK.COM
Phone (540) 349-3900 Fax (540) 349-3904
Warrenton/Richmond, VA - Georgia S. Derrico, Chairman and Chief Executive
Officer of Southern Financial Bancorp, Inc. (Nasdaq: SFFB), and Stafford M.
White Jr., Chairman and Chief Executive Officer of Metro-County Bank of
Virginia, Inc. (OTCA: MCBA), today announced the signing of a definitive
agreement providing for the merger of Metro-County Bank into Southern Financial
Bank, a wholly owned subsidiary of Southern Financial.
Under the terms of the definitive agreement, Southern Financial has agreed to
pay $7.25 for each outstanding share of Metro-County's common stock. The
purchase price will be paid in a combination of Southern Financial common stock
and cash. Metro-County Bank currently operates five offices in the greater
Richmond, Virginia area and reported assets of $92.3 million, loans of $72.3
million, and deposits of $84.1 million as of March 31, 2002. The merger will
result in an institution with combined assets of nearly $900 million and a
network of 26 full-service banking locations, including 25 in Virginia and one
in the District of Columbia.
Georgia S. Derrico, Chairman and CEO of Southern Financial, stated, "We're
delighted to enter into this agreement with Metro-County Bank. Stafford White,
his staff and his Board of Directors have built an excellent retail and business
customer base in a very short period of time. The combination of Southern
Financial Bank and Metro-County Bank will result in a natural extension of our
geographic area and fit well into our expansion plans as the merger will extend
our market presence to the greater Richmond area. The expansion into the
Richmond area follows on the heels of our new branch opening in Charlottesville
just four months ago and has been part of our strategic plan for some time. We
hope to expand our footprint in the Richmond area beyond these five branches. We
look forward to working with the customers and employees of Metro-County Bank
and we are proud to welcome them to the Southern Financial family."
"We are pleased about joining Southern Financial." stated Stafford M. White Jr.,
Chairman and Chief Executive Officer of Metro-County Bank. "We believe that this
merger will allow us to
expand our products and services to our existing, valued customers as well as
reach new customers in our market area, ultimately enhancing shareholder value."
Southern Financial plans to establish a Richmond Advisory Board which will
initially be comprised of Metro-County Bank's Board of Directors and chaired by
Mr. White.
The transaction is expected to close in the third quarter of 2002 and is
expected to be accretive to Southern Financial's earnings per share in the first
full year following the merger. The agreement is subject to customary
conditions, including shareholder and regulatory approval.
This news release may be deemed to be offering materials of Southern Financial
in connection with its proposed acquisition of Metro-County Bank upon the terms
and subject to the conditions set forth in the Agreement and Plan of
Reorganization, dated as of April 25, 2002, by and among Southern Financial
Bancorp, Inc., Southern Financial Bank and Metro-County Bank of Virginia, Inc.
(the Agreement). This filing is being made in connection with Regulation of
Takeovers and Security Holder Communications (Release Nos. 33-7760 and 34-42055)
adopted by the Securities and Exchange Commission.
Shareholders of Metro-County and other investors are urged to read the proxy
statement/ prospectus that will be included in the Registration Statement on
Form S-4 to be filed by Southern Financial with the SEC in connection with the
proposed acquisition because it will contain important information about
Southern Financial, Metro-County Bank, the merger, the persons soliciting
proxies in the merger and their interests in the merger related matters. After
it is filed with the SEC, the proxy/prospectus will be available for free, both
on the SEC's web site (www.sec.gov) and from Southern Financial and Metro-County
Bank as follows:
Southern Financial: Metro-County Bank:
Patricia A. Ferrick James R. Black
Senior Vice President and Chief Financial Officer and Vice President
Chief Financial Officer Metro-County Bank of Virginia, Inc.
Southern Financial Bancorp, Inc. 3124 West Broad Street
37 E. Main Street Richmond, Virginia 23230
Warrenton, Virginia 20186 (804)-358-6633
(540) 349-3900
In addition to the proposed registration statement and proxy
statement/prospectus, Southern Financial files annual, quarterly and special
reports, proxy statements and other information with the SEC. Investors may read
and copy any reports, statements or other information filed by Southern
Financial at the SEC's public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the public reference rooms in New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Southern Financial's filings with the
SEC are also available to the public from commercial document-retrieval services
and on the SEC's website at www.sec.gov.
Southern Financial Bancorp, Inc. is bank holding company with $792 million in
assets. It's wholly owned subsidiary, Southern Financial Bank, operates 21
full-service branches, including 20 locations in Virginia and one in the
District of Columbia.
This press release may contain statements that certain results are expected or
anticipated to occur or otherwise state the company's predictions for the
future, are forward-looking statements. These particular forward-looking
statements and all other statements that are not historical facts are subject to
a number of risks and uncertainties and actual results may differ materially.
Such factors include but are not limited to: general economic conditions in the
company's markets; major slowdowns in the commercial lending markets that impact
credit quality; the impact of competitive products and pricing; significant
fluctuations in interest rates that could reduce net interest margin;
difficulties or delays in the development, production, and marketing of new
products; a reduction in fee revenue from existing products and services due to
the economy and/or competition; and the amount and rate of growth of the
company's general and administrative expenses. Consequently, these cautionary
statements qualify all forward-looking statements made herein and cautionary
language in the company's most recent form 10-K report and other documents filed
with the Securities and Exchange Commission.