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Old Point Financial Corporation (NASDAQ:OPOF), which delivered an impressive 123.5% return over the past year and maintained a market capitalization of $214.8 million, completed its previously announced merger with TowneBank on Monday. According to a statement released through an SEC filing, Old Point and its wholly owned subsidiary, The Old Point National Bank of Phoebus, merged into TowneBank, with TowneBank as the surviving entity. InvestingPro analysis indicates the stock was trading above its Fair Value prior to the merger.
Under the terms of the merger agreement, each outstanding share of Old Point common stock was converted into the right to receive either $41.00 in cash or 1.14 shares of TowneBank common stock, subject to allocation and proration procedures described in the agreement. Approximately 40% of Old Point shares were converted to the cash consideration and 60% to the stock consideration. The cash portion of the transaction was funded through TowneBank’s cash on hand.
The election deadline for shareholders to choose their preferred form of merger consideration was August 26. Of the shares outstanding at completion, about 28.3% elected to receive cash, 60.7% elected to receive TowneBank stock, and 10.9% made no election. After proration, 98.8% of each holder’s stock election shares received TowneBank stock, and 1.2% received cash. All cash election and non-election shares received the cash consideration.
As a result of the merger, Old Point common stock no longer meets the listing requirements of the Nasdaq Capital Market. On August 29, Old Point notified Nasdaq of the impending transaction and requested suspension of trading and withdrawal of its shares from listing before the market opened Tuesday. Old Point common stock is no longer listed on Nasdaq.
TowneBank intends to file certifications with the SEC to deregister Old Point common stock and suspend related reporting obligations, as Old Point has ceased to exist as a separate legal entity.
All directors and executive officers of Old Point ceased serving in their roles at the effective time of the merger. The articles of incorporation and bylaws of Old Point are no longer in effect, with TowneBank’s governing documents remaining in place.
This article is based on a statement issued through an SEC filing.
In other recent news, TowneBank and Old Point Financial Corporation have received all necessary regulatory approvals for their proposed merger. The Federal Deposit Insurance Corporation and the Bureau of Financial Institutions of the Virginia State Corporation Commission have granted approval for the merger, which is expected to close around September 1, 2025. Additionally, Old Point Financial Corporation announced that its shareholders have approved the merger with TowneBank. The merger involves Old Point Financial and its subsidiary, The Old Point National Bank of Phoebus, combining with TowneBank. This transaction is anticipated to be completed in the second half of 2025, pending other customary closing conditions. These developments mark significant progress in the merger process between the two financial institutions. The approvals and shareholder agreement are crucial steps toward finalizing the merger. Both companies are now working towards meeting the remaining conditions to complete the transaction.
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