Item 2.01 Completion of Acquisition or Disposition of Assets
Effective as of 5:01 p.m. on December 31, 2019 (the "Effective Time"), First
Community Bankshares, Inc., a Virginia corporation ("First Community") completed
its previously announced merger (the "Merger") with Highlands Bankshares, Inc.,
a Virginia corporation headquartered in Abingdon, Virginia ("Highlands"),
pursuant to an Agreement and Plan of Merger (the "Agreement") dated as of
September 11, 2019, by and between First Community and Highlands. At the
Effective Time, Highlands merged with and into First Community, with First
Community as the surviving corporation in the Merger.
Immediately following the Merger, Highlands Union Bank, a wholly-owned
subsidiary of Highlands, merged with and into First Community Bank, a
wholly-owned subsidiary of First Community (the "Bank Merger"), with First
Community Bank as the surviving bank in the Bank Merger.
The foregoing description of the transactions contemplated by the Agreement does
not purport to be complete and is qualified in its entirety by reference to the
Agreement, attached as Exhibit 2.1 to First Community's Current Report on Form
8-K filed on September 11, 2019 and incorporated herein by reference.
Item 8.01 Other Events
On December 31, 2019, First Community issued a press release announcing the
completion of the Merger. A copy of the press release is attached hereto as
Exhibit 99.1 and is being furnished to the Securities and Exchange Commission. A
copy of the press release shall not be deemed "filed" for any purpose.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Financial statements of the business acquired will be filed by amendment to this
Current Report on Form 8-K (this "Report") no later than 71 days following the
date that this Report is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial information will be filed by amendment to this Report no
later than 71 days following the date that this Report is required to be filed.
(d) Exhibits:
2.1 Agreement and Plan of Merger, dated as of September 11, 2019, by and
between First Community Bankshares, Inc. and Highlands Bankshares, Inc.
(attached as Exhibit 2.1 to First Community's Form 8-K filed on September 11,
2019 and incorporated herein by reference).
99.1 Press Release, dated December 31. 2019, issued by First Community
Bankshares, Inc.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses