Filed by United Bankshares, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933, as amended and deemed filed
pursuant to 14a-12 of the Securities
Exchange Act of 1934, as amended
Subject Company: Century Bancshares, Inc.
Commission File No: 0-13322
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NEWS RELEASE
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[UNITED BANKSHARES, INC. LOGO]
For Immediate Release Contact: Steven E. Wilson (304) 424-8704
June 14, 2001
UNITED BANKSHARES, INC. TO ACQUIRE
CENTURY BANCSHARES, INC.
United Bankshares, Inc. (NASDAQ: UBSI) Chairman, Richard M. Adams,
announced the signing of a definitive merger agreement with Century Bancshares,
Inc. (NASDAQ: CTRY), headquartered in Washington, D.C. Under the agreement,
United will acquire Century Bancshares and its wholly-owned banking subsidiary,
Century National Bank. Century Bancshares, with $415 million in assets, has 11
full service offices located in northern Virginia, Washington, D.C., and
Montgomery County, Maryland. Upon completion of the acquisition, it is
anticipated that Century National will be merged with United's Virginia
subsidiary, United Bank, increasing United's Virginia franchise to over $2
billion in assets. United Bank will be the 9th largest bank in Virginia and the
Washington, DC MSA. United's total assets will increase to $5.4 billion.
In a transaction intended to be a tax-free exchange of shares and
accounted for under the purchase method of accounting, Century shareholders
would receive 0.45 shares of United Bankshares, Inc. common stock plus $3.43 in
cash for each share of Century common stock. The transaction will have an
aggregate consideration of approximately $62.5 million based on Century's 4.32
million common shares outstanding. The announced price represents 20 times
Century's 2001 earnings estimate, 2.5 times book value and 15% of Century's
total assets.
Richard Adams stated, "This acquisition will continue to strengthen our
position in one of the best markets in the nation and further enhance our
franchise value. United anticipates an accretive transaction based upon
projected in-market cost savings and revenue enhancements."
Century Chairman, Joseph Bracewell, added, "We are happy to be joining
with United Bankshares. United is a high performance banking company with a
great track record of creating shareholder value." Mr. Bracewell will be joining
the United Bankshares Board of Directors.
Consummation of the proposed merger is subject to certain conditions,
among them, regulatory approval and approval by the shareholders of Century. The
transaction is expected to be consummated during the fourth quarter of 2001.
Following completion of the proposed merger with Century, United will
have consolidated assets of over $5.4 billion with 86 full service offices in
West Virginia, Virginia, Maryland, Ohio and Washington, D.C. The combined
company would be among the top performing banking companies in the nation.
United Bankshares and Century stocks are traded on the NASDAQ (National
Association of Securities Dealers Quotation System) under the quotation symbol
"UBSI" and "CTRY", respectively.
This press release contains certain forward-looking statements,
including certain plans, expectations, goals and projections, which are subject
to numerous assumptions, risks and uncertainties. Actual results could differ
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materially from those contained in or implied by such statements for a variety
of factors including: changes in economic conditions; movements in interest
rates; competitive pressures on product pricing and services; success and timing
of business strategies; the nature and extent of governmental actions and
reforms; and rapidly changing technology evolving banking industry standards.
[UNITED BANKSHARES, INC. LOGO]
Stockholders of Century and United (Companies) and other investors are
urged to read the proxy statement/prospectus and other documents that will be
included in the Registration Statement on Form S-4 to be filed with the U.S.
Securities and Exchange Commission (SEC) in connection with the proposed merger.
The proxy statement/prospectus will contain important information about the
Companies, the merger, and about persons soliciting proxies in the merger,
including officers and directors of the Companies and their interest in the
merger.
After it is filed with the SEC, investors may obtain a free copy of the
proxy statement/prospectus and other relevant documents on the SEC's web site
(http://www.sec.gov). A proxy statement/prospectus with respect to the proposed
merger and other relevant documents will also be made available for free to
stockholders of Century and United upon request directed to the Companies'
respective Shareholder Relations departments as follows:
Shareholder Relations Shareholder Relations
United Bankshares, Inc. Century Bancshares, Inc.
514 Market Street 1275 Pennsylvania Avenue, NW
Parkersburg, WV 26101 Washington, DC 20004
304-424-8800 202-496-4100
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Although the Companies
believe that the expectations reflected in such forward-looking statements are
based upon reasonable assumptions, they can give no assurance that their
expectations will be achieved. Important factors that could cause actual results
to differ materially from the Companies' expectations are disclosed in their
respective Forms 10-K for the year ended December 31, 2000, filed with the
Securities and Exchange Commission and are incorporated by reference herein
(Cautionary Disclosures). Subsequent written and oral forward looking statements
attributable to the Companies or persons acting on their behalf are expressly
qualified in their entirety by the Cautionary Disclosures.
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