TowneBank Announces Timing of Closing of Farmers Bank Merger

SUFFOLK, Va. and WINDSOR, Va., Dec. 16, 2022 (GLOBE NEWSWIRE) — Hampton Roads based TowneBank (Nasdaq: TOWN) and Farmers Bankshares, Inc. (OTCPK: FBVA), the parent company of Farmers Bank, Windsor, Virginia, announced today that they expect to complete their merger in early January 2023 as originally scheduled. The parties have received all required regulatory approvals, and the merger received the approval of Farmers Bankshares’ shareholders, with more than 85% of the outstanding shares voting for the merger, at its special meeting of shareholders held on December 14, 2022.

The merger will solidify TowneBank’s number one market share in the Virginia Beach-Norfolk-Newport News MSA, adding Isle of Wight and Southampton counties to the bank’s service area while expanding Towne Insurance Agency’s market base.

The closing of the merger remains subject to the terms and conditions of the definitive merger agreement that the parties signed in August 2022, including customary closing conditions in addition to the regulatory and shareholder approvals.

About TowneBank:
Founded in 1999, TowneBank is a company built on relationships, offering a full range of banking and other financial services, with a focus of serving others and enriching lives. Dedicated to a culture of caring, TowneBank values all employees and members by embracing their diverse talents, perspectives, and experiences.

Today, TowneBank operates over 40 banking offices throughout Hampton Roads and Central Virginia, as well as Northeastern and Central North Carolina – serving as a local leader in promoting the social, cultural, and economic growth in each community. TowneBank offers a competitive array of business and personal banking solutions, delivered with only the highest ethical standards. Experienced local bankers providing a higher level of expertise and personal attention with local decision-making are key to the TowneBank strategy. TowneBank has grown its capabilities beyond banking to provide expertise through its controlled divisions and subsidiaries that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices Towne Realty, Towne 1031 Exchange, LLC, and Towne Vacations. With total assets of $15.95 billion as of September 30, 2022, TowneBank is one of the largest banks headquartered in Virginia.

About Farmers Bankhsares, Inc.:
Headquartered in Windsor, Virginia, Farmers Bankshares, Inc. is the holding company for Farmers Bank, Windsor, Virginia. Farmers Bank was founded in 1919 and is a community bank which operates eight branches and services areas throughout Tidewater, Virginia. Farmers Bankshares, Inc. had total assets of $577.8 million as of September 30, 2022.

Media Contact:
G. Robert Aston, Jr., Executive Chairman, TowneBank, 757-638-6780
Vernon M. Towler, Chief Executive Officer, Farmers Bankshares, Inc., 757-242-9312

Investor Contact:
William B. Littreal, Chief Financial Officer, TowneBank, 757-638-6813

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent only the beliefs, expectations, or opinions of TowneBank and Farmers and their respective management teams regarding future events, many of which, by their nature, are inherently uncertain and beyond the control of TowneBank and Farmers. Forward-looking statements may be identified by the use of such words as: “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional terms, such as “will,” “would,” “should,” “could,” “may,” “likely,” “probably,” or “possibly.” These statements may address issues that involve significant risks, uncertainties, estimates, and assumptions made by management, including statements about (i) the benefits of the merger, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the merger and (ii) TowneBank’s and Farmers’ plans, objectives, expectations and intentions and other statements contained in the presentation that are not historical facts. In addition, these forward-looking statements are subject to various risks, uncertainties and assumptions with respect to future business strategies and decisions that are subject to change and difficult to predict with regard to timing, extent, likelihood and degree of occurrence. As a result, actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the business of Farmers and Farmers Bank may not be successfully integrated into TowneBank, or such integration may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees and customers, may be greater than expected; (4) economic, legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which TowneBank and Farmers are engaged; (5) unusual and infrequently occurring events, such as weather-related disasters, terrorist acts or public health events (such as the COVID-19 pandemic); (6) competitive pressures in the banking industry that may increase significantly; (7) changes in the interest rate environment that may reduce margins and/or the volumes and values of loans made or held as well as the value of other financial assets held; (8) changes in the credit worthiness of customers and the possible impairment of the collectability of loans; (9) general economic conditions, either nationally or regionally, that may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit or other services; (10) cybersecurity threats or attacks, the implementation of new technologies, and the ability to develop and maintain reliable electronic systems; (11) competitors may have greater financial resources and develop products that enable them to compete more successfully; (12) changes in business conditions; (13) changes in the securities market; and (14) changes in the local economies with regard to TowneBank’s and Farmers’ respective market areas.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in TowneBank’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the FDIC and available on the Securities Exchange Act Filing website maintained by the FDIC at https://efr.fdic.gov/fcxweb/efr/index.html.