National Bankshares, Inc. (“National Bankshares” or the “Company”) (Nasdaq: NKSH) and Frontier Community Bank (“Frontier”) jointly announced today that they have entered into a definitive merger agreement for National Bankshares to acquire Frontier. As of September 30, 2023, Frontier had total assets of approximately $154 million. Upon completion of the transaction, National Bankshares is expected to have total consolidated assets of approximately $1.7 billion based on September 30, 2023 financial data.
“We are pleased to announce our partnership with Frontier Community Bank, and we believe that our compatible cultures and shared values will enhance our position as a true Virginia community bank,” said Brad Denardo, Chairman, President and CEO of National Bankshares. “This acquisition will also help us achieve a higher level of financial performance for our shareholders by gaining meaningful entry into markets with attractive growth opportunities. We look forward to continuing Frontier’s commitment to its customers and the communities it serves.”
Alan Sweet, President and CEO of Frontier, added, “We are excited to combine Frontier Community Bank into the National Bankshares team. This transaction allows Frontier to improve the products and services we offer our customers while continuing to operate with the culture and values of a community bank. National Bankshares’ trading on the Nasdaq stock market provides Frontier’s shareholders with the opportunity to benefit from enhanced stock trading liquidity.”
Under the terms of the merger agreement, shareholders of Frontier will have the right to receive either 0.4250 shares of National Bankshares common stock or $14.48 in cash for each share of Frontier common stock they hold. Shareholder elections are subject to adjustment so that the overall mix of consideration to be paid to Frontier shareholders consists of at least 90% National Bankshares common stock. The aggregate value of the transaction is approximately $17.1 million. Upon completion of the acquisition, Frontier will merge into The National Bank of Blacksburg, the wholly owned bank subsidiary of National Bankshares.
The transaction, which received unanimous approval by both National Bankshares’ and Frontier’s Board of Directors, is subject to customary closing conditions, including the approval of the merger agreement by Frontier’s shareholders and the receipt of all required regulatory approvals. All executive officers and directors of Frontier have entered into support agreements to vote the shares of Frontier they own in favor of the transaction. The transaction is expected to close in the second quarter of 2024.
Piper Sandler & Co. served as financial advisor to National Bankshares, and Williams Mullen served as its legal counsel. Performance Trust Capital Partners, LLC served as financial advisor to Frontier, and Woods Rogers Vandeventer Black served as its legal counsel.
