Investigation Overview
Jan. 30, 2013 (Shareholders Foundation) -- An investigation on behalf of investors in Virginia Commerce Bancorp, Inc. (NASDAQ:VCBI) shares was announced concerning whether the offer by United Bankshares, Inc to merge Virginia Commerce Bancorp, Inc. with United Bankshares, Inc for $14.00per NASDAQ:VCBI share and the takeover process are unfair to investors in NASDAQ:VCBI shares.
The investigation by a law firm concerns whether certain officers and directors of Virginia Commerce Bancorp, Inc. breached their fiduciary duties owed NASDAQ:VCBI investors in connection with the proposed acquisition.
On Jan. 30, 2013, United Bankshares, Inc. (NASDAQ: UBSI) Chairman and Chief Executive Officer, Richard M. Adams, announced the signing of a merger agreement with Virginia Commerce Bancorp, Inc. Under the terms of the proposed transaction United Bankshares, Inc will acquire 100% of the outstanding shares of Virginia Commerce Bancorp, Inc. (NASDAQ:VCBI) in exchange for common shares of United Bankshares, Inc. (NASDAQ: UBSI). The exchange ratio will be fixed at 0.5442 of United Bankshares NASDAQ: UBSI shares for each share of Virginia Commerce Bancorp, Inc. (NASDAQ:VCBI) which equates to a deal value of $14.00 per share, or approximately $490.6 million in the aggregate, based on Uniteds ten-day average closing price of $25.73 as of January 29, 2013.
However, the investigation a law firm concerns whether the proposed transaction is unfair to NASDAQ:VCBI stockholders. Specifically, the investigation focuses on whether the Virginia Commerce Bancorp Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Virginia Commerce Bancorp, Inc. (NASDAQ:VCBI) reported that its annual Net Income rose from a Net Loss of $33.33 million in 2009 to a Net Income of $30.10 million in 2012. Furthermore, shares of Virginia Commerce Bancorp, Inc. (NASDAQ:VCBI) grew from as low as $2.31 in June 2009 to as high as $9.51 per share in February 2012.