BAY BANKS OF VIRGINIA, INC. Item 7.01 Regulation FD Disclosure.
On
This information (including Exhibit 99.1) is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 8.01 Other Events.
On
Additional Information About the Merger and Where to Find It
In connection with the proposed merger, Blue Ridge intends to file with the
Blue Ridge, Bay Banks and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Blue Ridge and Bay Banks in connection with the proposed merger. Information about the directors and executive officers of Blue Ridge and Bay Banks will be included in the joint proxy statement/prospectus when it becomes available. Additional information regarding the interests of those persons and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available. You may obtain free copies of each document as described in the preceding paragraph.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of a merger (the "Merger") between Blue Ridge and Bay Banks, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) Blue Ridge's and Bay Banks's plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as "may", "assumes", "approximately", "will", "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "targets", "projects", or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective management of Blue Ridge and Bay Banks and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Blue Ridge and Bay
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Banks. 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 businesses of Blue Ridge and Bay Banks may
not be combined successfully, or such combination 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) the regulatory approvals required for the Merger may
not be obtained on the proposed terms or on the anticipated schedule; (5) the
shareholders of Blue Ridge or Bay Banks may fail to approve the Merger;
(6) economic, legislative or regulatory changes, including changes in accounting
standards, may adversely affect the businesses in which Blue Ridge and Bay Banks
are engaged; (7) the interest rate environment may further compress margins and
adversely affect net interest income; (8) results may be adversely affected by
continued diversification of assets and adverse changes to credit quality;
(9) competition from other financial services companies in Blue Ridge's and Bay
Banks's markets could adversely affect operations; (10) an economic slowdown
could adversely affect credit quality and loan originations; (11) the COVID-19
pandemic is adversely affecting Blue Ridge, Bay Banks, and their respective
customers, employees and third-party service providers; the adverse impacts of
the pandemic on their respective business, financial position, operations and
prospects have been material, and it is not possible to accurately predict the
extent, severity or duration of the pandemic or when normal economic and
operation conditions will return; and (12) other factors that may affect future
results of Blue Ridge and Bay Banks, including: changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer borrowing, repayment,
investment and deposit practices; the impact, extent and timing of technological
changes; capital management activities; and other actions of bank regulatory
agencies and legislative and regulatory actions and reforms. Additional factors,
that could cause actual results to differ materially from those expressed in the
forward-looking statements are discussed in Blue Ridge's and Bay Banks'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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Investor Presentation datedAugust 13, 2020 . 99.2 Press release datedAugust 13, 2020 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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