Benzinga | Nov 5, 2021 09:32AM EDT

Blue Ridge Bankshares And FVCBankcorp Provide Update To Proposed Merger; Say Have Learned Office Of Comptroller Of The Currency Identified Regulatory Concerns

Blue Ridge Bankshares, Inc. (NYSEAM:BRBS) ("Blue Ridge"), the parent company of Blue Ridge Bank, National Association ("Blue Ridge Bank"), and FVCBankcorp, Inc. (NASDAQ:FVCB) ("FVCB"), the parent company of FVCbank, jointly announced today an update to their previously announced business combination.

On July 14, 2021, Blue Ridge and FVCB announced they had entered into a definitive agreement pursuant to which the companies will combine in an all-stock merger of equals (the "Merger"). The Merger is subject to customary closing conditions, including regulatory approvals and approval from the shareholders of both companies. The companies have been working diligently on regulatory applications, registration and shareholder meeting materials and integration planning needed to create a $5.0 billion franchise across Virginia.

During this time, Blue Ridge also has learned that the Office of the Comptroller of the Currency (the "OCC") identified certain regulatory concerns with Blue Ridge Bank that could impact the application process and timing of the Merger. Blue Ridge Bank has already commenced an initiative intended to fully address the OCC's concerns.

Blue Ridge and FVCB intend to file the regulatory applications for approval of the Merger as soon as practicable, and a registration statement on Form S-4 with the Securities and Exchange Commission at the same time.

"While we have additional work to do, we believe the OCC's concerns are ones that we can solve in a timely fashion, and do not materially impact the strategic rationale of the Merger," said Brian K. Plum, President and Chief Executive Officer of Blue Ridge. "We are considering various alternatives to proceed with regulatory applications and shareholder meetings, and to close the Merger as expediently as possible, and currently anticipate that it will close in the second or third quarter of 2022."

"We strongly believe that this transformational partnership remains strategically and financially attractive," said David W. Pijor, Chairman and Chief Executive Officer of FVCB. "For all of the reasons that we've discussed previously, this is a highly compelling transaction for both companies, and we are committed to seeing it through to completion. We also know how committed Blue Ridge Bank's management team is to resolving any concerns raised by its regulators."