Village Bank completes merger with TowneBank

Village Bank & Trust Financial Corp. (NASDAQ:VBFC), a Virginia-based state commercial bank, has announced the completion of its merger with TowneBank (NASDAQ:TOWN). The transaction, which was finalized today, resulted in the delisting of Village’s common stock from the Nasdaq Capital Market.

The merger, initially detailed in an agreement dated September 23, 2024, involved a two-step process where Village first merged with a TowneBank subsidiary and then with TowneBank itself. As a result of the merger, each share of Village common stock was converted into the right to receive $80.25 in cash, with restricted stock awards also vesting and converting to the right to receive the same cash consideration. The merger price represented a premium to VBFC’s Fair Value, according to InvestingPro analysis, which also indicates the company maintained healthy financials with a P/E ratio of 17.1 and impressive revenue growth of 31.48% in the last twelve months.

Following the merger, Village Bank & Trust Financial Corp. ceased to exist as a separate corporate entity, and its articles of incorporation and bylaws are no longer in effect. The articles of incorporation and bylaws of TowneBank, as they were before the merger, now govern the surviving corporation.

Consequently, Village Bank’s common stock has been suspended from trading on Nasdaq, and a notification of delisting was filed with the SEC on March 31, 2025. TowneBank plans to deregister Village common stock and suspend its reporting obligations under the Securities Exchange Act as soon as possible.

The merger led to changes in the management and governance of the combined entity. All directors of Village ceased serving on its board, with Frank E. Jenkins, Jr., a former Village director, appointed to TowneBank’s board. Additionally, James E. Hendricks, Jr., the former President and CEO of Village, became a Senior Executive Vice President of TowneBank.

This strategic move is part of a broader consolidation trend within the banking industry, aiming to create more robust financial institutions capable of serving a larger customer base more efficiently. Want to stay ahead of banking sector trends and identify similar opportunities? InvestingPro offers comprehensive financial analysis and real-time insights to help investors make informed decisions about banking sector investments.

The information for this article is based on a press release statement.

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