United Bankshares, Inc. (NasdaqGS:UBSI) entered into a definitive merger agreement to acquire Community Bankers Trust Corporation (NasdaqCM:ESXB) (CBTC) for approximately $290 million on June 2, 2021. The exchange ratio will be fixed at 0.3173 of United's shares for each share, option and restricted stock unit of CBTC, resulting in an aggregate transaction value of approximately $303.3 million. CBTC will merge into United and Essex Bank, wholly owned subsidiary of CBTC, will merge into United Bank, wholly owned subsidiary of United, with United and United Bank being the surviving entities. As a result of the merger, 51 employees will be laid off. CBTC's Chief Executive Officer and President, Rex. L. Smith III will be retained as Regional President responsible for the existing Essex Bank locations in Virginia and CBTC's board members to serves as advisory Board members. In case of termination Community Bankers Trust will pay $12.132 million as termination fees to United Bankshares.

The agreement has been approved by the Boards of Directors of both companies and is subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of CBTC. The transaction is subject to the registration statement shall have become effective under the Securities Act, shares of United common stock to be issued in the merger shall have been approved for listing on Nasdaq, CBTC shall have received an opinion of Williams Mullen in form and substance reasonably satisfactory to CBTC and United shall have received an opinion of Bowles Rice LLP in form and substance reasonably satisfactory to United. The shareholders meeting of Community Bankers Trust Corporation shall be held on November 16, 2021. As of October 26, 2021, all requisite regulatory approvals for the transaction have been received from the Board of Governors of the Federal Reserve System and from the Virginia State Corporation Commission. The merger is expected to close in the fourth quarter of 2021. As of November 6, 2021, the transaction is expected to complete in early December 2021. The transaction is immediately accretive to tangible book value per share. Performance Trust Capital Partners served as financial advisor and fairness opinion provider while Sandra M. Murphy of Bowles Rice LLP served as legal counsel to United Bankshares, Inc. Piper Sandler & Co. served as financial advisor and fairness opinion provider while Scott H. Richter of Williams Mullen served as legal counsel to CBTC. Continental Stock Transfer & Trust Company served as transfer agent and registrar to Community Bankers. Computershare Limited served as transfer agent and registrar to United Bankshares. Morrow & Co., LLC served as proxy solicitor for Community Bankers and will receive a fee of $17, 500. Piper Sandler's fee would be approximately $3.8 million. Piper Sandler also received a $300,000 fee from Community Bankers Trust upon rendering its opinion, which opinion fee will be credited in full towards the transaction fee.

United Bankshares, Inc. (NasdaqGS:UBSI) completed the acquisition of Community Bankers Trust Corporation (NasdaqCM:ESXB) (CBTC) on December 3, 2021.