TowneBank and Old Point Financial—the parent company of The Old Point National Bank of Phoebus (OPNB)—announced an agreement and plan of merger. Under the agreement, TowneBank will acquire Old Point and OPNB. The proposed deal will enhance TowneBank’s position in the Hampton Roads MSA by adding a high-quality core deposit franchise.
As of December 31, 2024, the combined company would have total assets of $19.5 billion, loans of $13.1 billion, and deposits of $16.3 billion. TowneBank expects the acquisition to be approximately 10% accretive to earnings per share with fully phased-in cost savings on a GAAP basis.
Under the terms of the deal, Old Point shareholders will elect to receive either $41 in cash or 1.1400 shares of TowneBank common stock for each share of Old Point’s outstanding common stock.
This deal corresponds to an aggregate transaction value of approximately $203 million, based on Old Point common stock currently outstanding. Old Point shareholders will have the right to elect cash or stock consideration so long as the total stock consideration issued represents between 50% and 60% of the total consideration paid.
The management teams of TowneBank and Old Point performed extensive due diligence in consideration of the deal. The definitive agreement was approved by the boards of directors of Old Point and TowneBank. The deal is expected to close in the second half of 2025 and is subject to customary conditions, including regulatory approval and the approval of Old Point’s shareholders.
Piper Sandler worked as the financial advisor and Wachtell, Lipton, Rosen & Katz served as lead legal counsel with Williams Mullen as local counsel to TowneBank in the transaction. And Keefe, Bruyette & Woods, A Stifel Company, served as the financial advisor and Troutman Pepper Locke LLP served as legal counsel to Old Point in the transaction.
KEY QUOTES:
“We are excited to partner with Old Point and welcome its talented team into our TowneBank family. Old Point has legendary status here in our community and most especially, in Hampton, Virginia where it was founded over 100 years ago. I have the deepest respect for the Shuford family that has guided Old Point throughout the years with the highest of character and unwavering integrity. Joining our two banking families together will create a combined franchise with a strong core deposit base, outstanding credit quality, and substantial synergies that will generate top tier financial performance for our shareholders while helping our communities grow and prosper.”
- G. Robert Aston, Jr., Executive Chairman of TowneBank
“Great competition builds better companies and TowneBank has raised the bar high – to the benefit of Old Point. Under Bob Aston’s leadership, they have built an incredible franchise. Together, we will bring expanded relationships and services to our communities, enhanced opportunities for our employees, and significant value for our shareholders. We are excited about this partnership and the opportunity to bring together the Old Point and TowneBank families.”
- Robert F. Shuford, Jr., Chairman, President and Chief Executive Officer of Old Point Financial Corporation
