EXHIBIT 99.2
UNITED BANKSHARES, INC.
MERGER WITH
CENTURY BANCSHARES, INC.
- --------------------------------------------------------------------------------
This presentation contains certain forward looking statements with respect to
the financial condition, results of operations and business of United
Bankshares, Inc. and Century Bancshares, Inc. on a combined basis after the
proposed merger. These forward-looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ materially from
those contemplated by such forward looking statements include, among others, the
following possibilities: (1) expected cost savings from the proposed merger
cannot be fully realized or realized within the expected time frame; (2) costs
or difficulties related to the integration of the businesses of United
Bankshares, Inc. and Century Bancshares, Inc. are greater than expected; (3)
revenues following the proposed merger are lower than expected; (4) competitive
pressure among depository institutions increases significantly; (5) changes in
the interest rate environment reduce interest margins; (6) general economic
conditions, either nationally or in the states in which the combined company
will be doing business, are less favorable than expected; or (7) legislation or
regulatory changes adversely affect the businesses in which the combined company
would be engaged.
1
Presentation Overview:
. Strategic Impact
. Franchise Overview
. Market Share Analysis
. Century and Market Profile
. Combined Operations
. Transaction Summary
. Transaction Structure
. Summary
2
Strategic Impact
. Increases United's assets to over $5.4 billion
. Increases United's Virginia franchise to over $2.1 billion
. Represents an in-market transaction
. Adds to shareholder value
3
Franchise Overview
Map of Washington, D.C. MSA including Northern Virginia, Southeast Maryland and
Washington, D.C. metro areas
* Century Branch Locations
/\United Branch Locations
[MAP APPEARS HERE]
UNITED BANK OFFICE LOCATIONS
- ----------------------------
VIRGINIA MARYLAND WASHINGTON, D.C. (2)
- -------- --------
ANNANDALE BETHESDA
ARLINGTON (4) ROCKVILLE
CHANTILLY (2)
FAIRFAX (4)
FALLS CHURCH
LEESBURG
MANASSAS
MCLEAN
RESTON
STERLING
VIENNA (2)
CENTURY NATIONAL BANK OFFICE LOCATIONS
- --------------------------------------
VIRGINIA MARYLAND WASHINGTON, D.C. (2)
- -------- --------
ALEXANDRIA BETHESDA (2)
DUMFRIES ROCKVILLE
MCLEAN (2) GERMANTOWN
RESTON
4
Market Share Analysis
. Merging with Century will increase United Bankshares' footprint in
Virginia and in the Washington, DC MSA.
. Combination of Century and United Bankshares under the United Bankshares
umbrella creates a strong platform from which to expand market share.
. Post-Merger, United Bankshares will
. be the 9th largest bank in Virginia and in the Washington, DC
MSA
5
Century Profile:
. Total Assets -- $415 million
. 11 Full Service Offices -- 5 in Virginia; 2 in Washington, D.C.; 4 in
Maryland
Virginia/Washington, DC MSA Market Profile:
. 12th Most Populated Region
. Highest Per Capita Income in the Nation
. Very Low Unemployment Rate
6
Pro Forma Combined Operations:
United Century Combined
Dollars in millions Bankshares Bancshares Company (1)
---------- ---------- -----------
Assets $4,985 $415 $5,400
Loans 3,172 273 3,445
Deposits 3,463 331 3,794
Shareholders' Equity 445 28 473
Full Service Offices 75 11 86
Data as of 3/31/01
(1) Does not reflect intangibles and the related allocation of those
intangibles to be recorded in the transaction.
7
Pro Forma Combined Operations: (continued)
(Dollars in millions, except per share data) 2001 2002
---- ----
Net Income (1)
United Projected $79,838 $86,562
Century Projected 3,099 3,911
------- -------
Pro Forma Combined 82,937 90,473
------- -------
Adjustments (after tax)
Cost Savings 1,114 1,885
Revenue Enhancements 105 214
------- -------
Pro Forma Earnings $84,156 $92,572
======= =======
Pro Forma EPS (2) $ 1.90 $ 2.09
Stand Alone EPS $ 1.90 $ 2.06
(1) Based on IBES median estimates for both companies; does not constitute
management forecasts; excludes merger-related charges.
(2) Based on 44.3 million pro forma diluted shares
8
Transaction Summary
. Consideration: $3.43 cash + 0.45 United Shares
for Each Century Share
. Terms: Fixed Exchange Ratio and Cash
Tax-free Exchange of Shares
Taxable Cash
14.9% Stock Option to United
Century Walkaway (greater than) 25%
. Accounting Treatment: Purchase
. Shares Issued: 1,938,191
. Expected Closing: Fourth Quarter 2001
. Implied Multiples: 3/31/01 Book Value: 252%
2001 Estimated EPS: 20.43X
% of Total Assets: 15%
9
Transaction Structure
. Financial Impact:
- Total assets to $5.4 billion
- Market capitalization to over $1.1 billion
- Accretive to earnings per share in 2002
. Strategies for Earnings Enhancement:
[ ] Expense Saving:
- Audit & legal fees - Insurance
- Data processing - Corporate overhead
- Back room operations - Marketing
- Director fees - Consolidate duplicate offices
- Regulatory fees - Move deposit rates
[ ] Revenue Enhancements:
- Expand trust services
- Change service charge structure
. Century adds:
[ ] Strong branch network in good locations in northern Virginia
[ ] Expanded presence into the state of Maryland and District of
Columbia
10
Summary:
. Represents the 25th M&A transaction by United's current management team
with a proven track record for achieving operating and conversion
efficiencies in deals.
. Increases United's franchise value.
. Accretive to EPS.
. Creates the 9th largest bank in Virginia and the Washington, DC MSA.
. Increases United's Virginia franchise to 40% of total consolidated
company assets.
. Merger consideration represents 15% of Century's assets as compared to
21.5% for First Virginia's acquisition of James River and 28.9% for
BB&T's acquisition of F&M National, the two most recently announced
Virginia transactions.
. The resulting banking company remains well capitalized.
. Anticipated to close during the 4th quarter of 2001.
. Represents an in-market transaction.
11