First National Corporation completed the acquisition of The Bank of Fincastle (OTCPK : BFTL).
The transaction is subject to approval of both companies' shareholders, regulatory approvals, registration statement shall have been declared effective by the SEC, exchange listing, tax opinion and other customary closing conditions. The boards of directors of First National, First Bank and Fincastle have unanimously approved the agreement. The Board of First National Corporation recommend the shareholders to vote in favor of the transaction. First National shareholder meeting will be held on June 16, 2021 to approve the transaction. As of April 26, 2021, the transaction was declared effective. As of June 16, 2021, the shareholders of both, First National Corporation and The Bank of Fincastle have approved the transaction. The transaction is expected to close in the third quarter of 2021. First National expects the transaction to be approximately 10% accretive to earnings per share.
Piper Sandler & Co. served as financial advisor and Benjamin A. Barnhill, Neil Grayson, Brittany McIntosh, Maurice Holloway and Kathy Solley of Nelson Mullins Riley & Scarborough, LLP provided legal counsels to First National. Janney Montgomery Scott LLC and RP Financial, LC served as fairness advisors, and Thomas R. Homberg of Godfrey & Kahn, S.C. served as legal counsel to Fincastle. Regan & Associates, Inc acted as information agent for First National and would receive a fee of approximately $13,500 plus certain expenses. Piper Sandler will receive a fee for its services in an amount equal to $300,000, including a $100,000 fee from First National upon for rendering its opinion. RP Financial will receive from Fincastle total professional fees of approximately $60,000. YHB provided auditor's report for the financials of First National. Regan & Associates, Inc. acted as information agent for Fincastle and would receive a fee of approximately $6,500 plus certain expenses. The transfer agent and registrar for First National common stock is Broadridge Corporate Issuer Solutions.
First National Corporation (NasdaqCM:FXNC) completed the acquisition of The Bank of Fincastle (OTCPK : BFTL) on July 1, 2021.