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Globe and Mail
2 days ago
- Business
- Globe and Mail
TowneBank and Old Point Financial Corporation Announce Expected Closing Date and Election Deadline for Merger
SUFFOLK, Va. and HAMPTON, Va., Aug. 14, 2025 (GLOBE NEWSWIRE) -- Hampton Roads based TowneBank (NASDAQ: TOWN) and Old Point Financial Corporation (NASDAQCM: OPOF) ('Old Point'), the parent company of The Old Point National Bank of Phoebus ('Old Point National Bank'), today announced that they had received regulatory approval from the Federal Deposit Insurance Corporation (the 'FDIC') and the Bureau of Financial Institutions of the Virginia State Corporation Commission to complete the proposed merger of Old Point and Old Point National Bank with TowneBank. All regulatory approvals required for the transaction have now been received. The merger is expected to close on or about September 1, 2025, subject to the satisfaction of customary closing conditions. The deadline for holders of Old Point common stock and Old Point restricted stock awards to elect their preferred form of consideration by completing the election materials previously sent to such holders will be 5:00 p.m., Eastern Time, on August 26, 2025, unless extended. Election Details As previously announced, holders of Old Point common stock and Old Point restricted stock awards may elect to receive, for each of their shares of Old Point common stock, either (i) $41.00 in cash, (ii) 1.14 shares of TowneBank common stock, plus cash in lieu of fractional shares, or (iii) a combination of cash and shares of TowneBank common stock, in each case, subject to applicable withholding taxes and without interest. The cash and stock elections will be subject to allocation and proration procedures, which are described in the election materials, the definitive proxy statement filed by Old Point with the SEC on May 27, 2025, which included an offering circular of TowneBank with respect to shares of TowneBank common stock to be issued in connection with the merger (the 'proxy statement/offering circular') and the Agreement and Plan of Merger, dated as of April 2, 2025, by and among TowneBank, Old Point and Old Point National Bank (the 'Merger Agreement'). The allocation and proration provisions in the Merger Agreement are designed to ensure that the total number of shares of Old Point common stock (including shares subject to Old Point restricted stock awards) entitled to receive the stock consideration will be equal to no less than 50% and no more than 60% of the aggregate number of shares of Old Point common stock issued and outstanding immediately prior to the effective time of the merger (including shares subject to Old Point restricted stock awards, but excluding the shares of Old Point common stock to be cancelled as provided in the Merger Agreement). As further described in the election materials, to make a valid election, a properly completed election form and letter of transmittal and any Old Point stock certificate(s), together with any other required documents described in the election materials, must be received by Computershare Trust Company, N.A., the exchange agent for the transaction, prior to the election deadline. Old Point common shareholders who hold their shares through a broker, bank, trustee or other nominee should follow the instructions of such broker, bank, trustee or other nominee as to the procedures for making elections and exchanging their shares of Old Point common stock. Old Point security holders should carefully read the definitive proxy statement/offering circular for the merger, the Merger Agreement and all the election materials provided to them before making their elections. Any security holders who do not make a proper election by the election deadline will have no control over the type of consideration they receive, and their shares of Old Point common stock (including shares subject to Old Point restricted stock awards) may be exchanged for cash, shares of TowneBank common stock, or a combination of cash and shares of TowneBank common stock, depending on the valid elections of other Old Point security holders and subject to the allocation and proration procedures in the Merger Agreement. Old Point security holders who have election procedure questions, want up-to-date information on the election deadline or wish to obtain copies of the election materials may contact Georgeson Inc., the information agent for the election, at (877) 354-1902 from 9 a.m. to 11 p.m. ET Monday to Friday, and Saturday 12 noon to 6 p.m. ET. Electronic copies of the Merger Agreement and the definitive proxy statement/offering circular of Old Point and TowneBank, dated May 27, 2025, as well as other filings containing information about Old Point and TowneBank, may be obtained at the FDIC's website, (in the case of TowneBank); the U.S. Securities and Exchange Commission's ('SEC') website, (in the case of Old Point); TowneBank's website, and Old Point's website, Copies of the Merger Agreement and the definitive proxy statement/offering circular are also available, free of charge, by directing a request to either TowneBank or Old Point, at the contacts below. About TowneBank: Founded in 1999, TowneBank is a company built on relationships, offering a full range of banking and other financial services, with a focus of serving others and enriching lives. Dedicated to a culture of caring, Towne values all employees and members by embracing their diverse talents, perspectives, and experiences. Today, TowneBank operates over 55 banking offices throughout Hampton Roads and Central Virginia, as well as Northeastern and Central North Carolina – serving as a local leader in promoting the social, cultural, and economic growth in each community. Towne offers a competitive array of business and personal banking solutions, delivered with only the highest ethical standards. Experienced local bankers providing a higher level of expertise and personal attention with local decision-making are key to the TowneBank strategy. TowneBank has grown its capabilities beyond banking to provide expertise through its affiliated companies that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices RW Towne Realty, Towne 1031 Exchange, LLC, and Towne Vacations. With total assets of $18.26 billion as of June 30, 2025, TowneBank is one of the largest banks headquartered in Virginia. About Old Point Financial Corporation: Headquartered in Hampton, Virginia, Old Point Financial Corporation is the holding company of The Old Point National Bank of Phoebus and Old Point Trust & Financial Services, N.A. ('Wealth'). OPNB serves individual and commercial customers through their 13 branch offices located in the Hampton Roads region of Virginia. OPNB offers a full range of retail and commercial financial services, including mortgage loan products offered through Old Point Mortgage. A full array of insurance products is also offered through Old Point Insurance, LLC. Wealth offers a full range of services for individuals and businesses. Their products and services include retirement planning, estate planning, financial planning, estate and trust administration, retirement plan administration, tax services and investment management services. Media contact: G. Robert Aston, Jr., Executive Chairman, TowneBank, 757-638-6780 William I. Foster III, Chief Executive Officer, TowneBank, 757-417-6482 Robert F. Shuford, Jr., Chairman, President & Chief Executive Officer, Old Point Financial Corporation, 757-728-1887 Investor contact: William B. Littreal, Chief Financial Officer, TowneBank, 757-638-6813 Laura Wright, Senior Vice President & Marketing Director, Old Point Financial Corporation, 757-728-1743 Cautionary Note Regarding Forward-Looking Statements This communication contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent only the beliefs, expectations, or opinions of TowneBank and Old Point and their respective management teams regarding future events, many of which, by their nature, are inherently uncertain and beyond the control of TowneBank and Old Point. Forward-looking statements may be identified by the use of such words as: 'believe,' 'expect,' 'anticipate,' 'intend,' 'plan,' 'estimate,' or words of similar meaning, or future or conditional terms, such as 'will,' 'would,' 'should,' 'could,' 'may,' 'likely,' 'probably,' or 'possibly.' These statements may address issues that involve significant risks, uncertainties, estimates, and assumptions made by management, including statements about (i) the benefits of the transaction, including future financial and operating results, cost savings, enhancement to revenue and accretion to reported earnings that may be realized from the transaction and (ii) TowneBank's and Old Point's plans, objectives, expectations and intentions and other statements contained in this communication that are not historical facts. In addition, these forward-looking statements are subject to various risks, uncertainties, estimates 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. Although TowneBank's and Old Point's respective management teams believe that estimates and assumptions on which forward-looking statements are based are reasonable, such estimates and assumptions are inherently uncertain. 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 business of Old Point or Old Point National Bank may not be successfully integrated into TowneBank, or such integration may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the transaction 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 transaction, including adverse effects on relationships with employees and customers, may be greater than expected; (4) the possibility that the transaction does not close when expected or at all because certain conditions to closing are not received or satisfied on a timely basis or at all; (5) the outcome of any legal proceedings that may be instituted against TowneBank or Old Point; (6) the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between TowneBank and Old Point; (7) reputational risk and potential adverse reactions of TowneBank or Old Point's customers, employees or other business partners, including those resulting from the announcement or completion of the transaction; (8) the dilution caused by TowneBank's issuance of additional shares of its capital stock in connection with the transaction; (9) the diversion of management's attention and time from ongoing business operations and opportunities on merger-related matters; (10) economic, legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which TowneBank and Old Point are engaged; (11) competitive pressures in the banking industry that may increase significantly; (12) changes in the interest rate environment that may reduce margins and/or the volumes and values of loans made or held as well as the value of other financial assets held; (13) an unforeseen outflow of cash or deposits or an inability to access the capital markets, which could jeopardize TowneBank's or Old Point's overall liquidity or capitalization; (14) changes in the creditworthiness of customers and the possible impairment of the collectability of loans; (15) insufficiency of TowneBank's or Old Point's allowance for credit losses due to market conditions, inflation, changing interest rates or other factors; (16) adverse developments in the financial industry generally, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior; (17) general economic conditions, either nationally or regionally, that may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit or other services; (18) unusual and infrequently occurring events, such as weather-related or natural disasters, acts of war or terrorism, or public health events; (19) cybersecurity threats or attacks, whether directed at TowneBank or Old Point or at vendors or other third parties with which TowneBank or Old Point interact; (20) the implementation of new technologies, and the ability to develop and maintain reliable electronic systems; (21) changes in business conditions; (22) changes in the securities market; and (23) changes in the local economies with regard to TowneBank's and Old Point's respective market areas. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in TowneBank's reports filed with the FDIC or Old Point's reports filed with the SEC. TowneBank and Old Point undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise. Additional Information and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy securities of Old Point or TowneBank. In connection with the merger, Old Point filed the proxy statement/offering circular. Old Point delivered the proxy statement/offering circular to its shareholders seeking approval of the merger and related matters on or about May 29, 2025. In addition, each of TowneBank and Old Point may file other relevant documents concerning the proposed transaction with the FDIC and SEC, respectively. Investors, TowneBank shareholders and Old Point shareholders are strongly urged to read the proxy statement/offering circular regarding the proposed merger and other relevant documents filed with the FDIC and SEC, as well as any amendments or supplements to those documents, because they will contain important information about TowneBank, Old Point and the proposed merger. Free copies of the proxy statement/offering circular, as well as other filings containing information about Old Point, may be obtained after their filing at the SEC's website ( Free copies of filings containing information about TowneBank may be obtained after their filing at the FDIC's website (
San Francisco Chronicle
23-07-2025
- Business
- San Francisco Chronicle
TowneBank: Q2 Earnings Snapshot
PORTSMOUTH, Va. (AP) — PORTSMOUTH, Va. (AP) — TowneBank (TOWN) on Wednesday reported net income of $38.8 million in its second quarter. The Portsmouth, Virginia-based bank said it had earnings of 51 cents per share. Earnings, adjusted for amortization costs and non-recurring costs, were 81 cents per share. The community bank posted revenue of $277.9 million in the period. Its revenue net of interest expense was $208.5 million, which beat Street forecasts.
Forbes
24-06-2025
- Business
- Forbes
2 Stocks With Dividend Hikes, Upside Potential Going Ex-Dividend Soon
What could a bank and a luxury retailer possibly have in common? The Tale Of Two Stocks Both recently raised dividends and go ex-dividend this week, but more importantly, these offer capital appreciation potential for investors and carry a 'Buy' rating from analysts, thanks to their solid fundamentals. 1. TowneBank (TOWN) TowneBank (TOWN) operates across Hampton Roads, Central Virginia, and parts of North Carolina. Last month, TowneBank raised its quarterly cash dividend by 8% to $0.27. The record date is June 27, 2025, meaning shareholders should buy the stock by June 26th to be eligible for the payout on July 11. TowneBank has grown dividends for 13 consecutive years, with a 5-year CAGR of 6.8%, signaling financial strength. The forward dividend yield is 3.3% at current stock prices. It expects cash flows of $760 million from its securities portfolio in the next two years. Over the past four quarters, the company beat earnings estimates but had one revenue miss. Recent acquisitions, related synergies and benefits position TOWN well for future performance. In April, TowneBank and Old Point Financial agreed to merge. The deal will expand TowneBank's dominant foothold in the Hampton Roads MSA, a key driver of the regional economy. Hampton Roads is a strategic hub for U.S. naval operations, nuclear-powered shipbuilding, and emerging cybersecurity innovation — areas critical to national defense and economic resilience. The region brings together major industry players, research institutions, and defense organizations, making it a key nexus of influence. The significant branch overlap between TowneBank and Old Point Financial is expected to result in 45% cost savings in its non-interest expense base. The deal adds approximately $1.5 billion in assets and a low-cost deposit base with an average cost of 1.69% to TowneBank. Revenue synergies should accelerate profitability and a low-cost funding base is expected to increase the merged entity's value. A 10% accretion to EPS is expected in 2026 with fully phased-in cost savings. The fact that TowneBank went ahead with the Old Point Financial acquisition just after completing its Village Bank buy shows the company's confidence in its ability to efficiently integrate M&A for strategic growth. The expected asset base (including the Old Point acquisition) of $19.5 billion comprises $12.1 billion in organic assets and $7.4 billion from acquisitions - underscoring that M&A is a key pillar of its growth strategy. TOWN stock has a consensus Buy rating from analysts. In view of the above-mentioned acquisition-related benefits, the stock has the potential to at least revisit its 52-week high of around $38, which represents nearly 12% upside from current price levels. 2. Ralph Lauren (RL) A global luxury retailer, Ralph Lauren (RL) raised its quarterly cash dividend by 10% to $0.9125 per share, bringing the total annual dividend to $3.65 per share - yielding 1.35% on a forward basis at current stock price levels. The dividend is payable to shareholders on July 11 with a record date of June 27. Ralph Lauren has grown its dividend for three years in a row, at a 3-year CAGR of 6.3%. Over the years, Ralph Lauren has reduced discounting and increased full-priced selling, shifting to a less price-sensitive customer base. This has helped boost its gross margins by 700 basis points for fiscal 2025 from pre-pandemic levels. RL's margins also top the sector median: RL's Trailing Twelve Months (TTM) gross margin is 68.6% vs. 38.2% for the sector, while TTM net income margin is 10.5% vs. 4.4%, and its levered free cash flow (FCF) margin is 11.5% vs. 4.7%. International business now represents 57% of luxury retail chain's topline, up from 45% pre-pandemic. Ralph Lauren also boasts significant supply chain diversification — no single country accounts for more than 20% of its production, including China, which represents a single-digit percentage. DTC (Direct-to-Consumer) now forms two-thirds of the business. For fiscal 2025, Ralph Lauren added a record 5.9 million new consumers to its DTC businesses — a high single-digit year-on-year increase, led by younger, less price-sensitive female cohorts. Ralph Lauren is making gains where many retailers are struggling. An upscale customer base that provides pricing power, along with robust DTC and international sales - positions RL well for continued growth. AUR (Average Unit Retail) or average selling price per unit - has grown every quarter for the past eight years, while the brand's luxury and value perceptions have also grown progressively. While tariffs are expected to be a headwind, Ralph Lauren plans to hike prices for its upscale, less price-sensitive customer base to manage the cost impact. The company is assessing additional pricing actions for calendar 2025 and Spring 2026, on top of the proactive pricing already planned for 2025 in North America and Asia. Over the last four quarters, RL has beaten earnings and revenue estimates while growing revenue year-on-year. It has also surpassed full-year earnings and revenue expectations for the last four years. In 2025, Ralph Lauren generated $1 billion in free cash flow and returned $625 million to shareholders through dividends and buybacks. For fiscal 2026 (its current financial year), the company expects low single-digit revenue growth and a modest operating margin expansion given the high level of volatility. For the first quarter of 2026, RL expects: RL has a Buy rating from analysts and trades at a forward PEG ratio of 1.9 vs. its historical 5-year average of 3.6. A PEG reversion to even 2.2 would represent at least 15% upside from current levels. Bottom Line Recent acquisitions position TowneBank (TOWN) for long-term growth, while Ralph Lauren (RL) continues to benefit from pricing power, international momentum, and a growing DTC business. Both stocks go ex-dividend this week, which can lead to short-term volatility. Dividend-focused investors may consider buying before the ex-dividend date to capture the payout. For others, dips following ex-dividend dates often offer attractive entry points to accumulate quality names. Please note that I am not a registered investment advisor and readers should do their own due diligence before investing in this or any other stock. I am not responsible for the investment decisions made by individuals after reading this article. Readers are asked not to rely on the opinions and analysis expressed in the article and encouraged to do their own research before investing.
Malaysian Reserve
10-06-2025
- Business
- Malaysian Reserve
SHAREHOLDER INVESTIGATION: Halper Sadeh LLC Investigates OPOF, PRA, SWTX on Behalf of Shareholders
NEW YORK, June 9, 2025 /PRNewswire/ — Halper Sadeh LLC, an investor rights law firm, is investigating the following companies for potential violations of the federal securities laws and/or breaches of fiduciary duties to shareholders relating to: Old Point Financial Corporation (NASDAQ: OPOF)'s sale to Hampton Roads based TowneBank. Under the terms of the agreement, Old Point shareholders will elect to receive either $41.00 in cash or 1.1400 shares of TowneBank common stock for each share of Old Point common stock. If you are an Old Point shareholder, click here to learn more about your rights and options. ProAssurance Corporation (NYSE: PRA)'s sale to The Doctors Company for $25.00 in cash per share. If you are a ProAssurance shareholder, click here to learn more about your rights and options. SpringWorks Therapeutics, Inc. (NASDAQ: SWTX)'s sale to Merck KGaA, Darmstadt, Germany for $47.00 per share in cash. If you are a SpringWorks shareholder, click here to learn more about your rights and options. Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures and information concerning the proposed transaction, or other relief and benefits on behalf of shareholders. We would handle the action on a contingent fee basis, whereby you would not be responsible for out-of-pocket payment of our legal fees or expenses. Shareholders are encouraged to contact the firm free of charge to discuss their legal rights and options. Please call Daniel Sadeh or Zachary Halper at (212) 763-0060 or email sadeh@ or zhalper@ Halper Sadeh LLC represents investors all over the world who have fallen victim to securities fraud and corporate misconduct. Our attorneys have been instrumental in implementing corporate reforms and recovering millions of dollars on behalf of defrauded investors. Attorney Advertising. Prior results do not guarantee a similar outcome. Contact Information:Halper Sadeh LLCDaniel Sadeh, Halper, Esq.(212) 763-0060sadeh@
Yahoo
14-05-2025
- Business
- Yahoo
TowneBank Announces Quarterly Cash Dividend
Common Stock Dividend Increased by 8% SUFFOLK, Va., May 14, 2025 (GLOBE NEWSWIRE) -- Hampton Roads based TowneBank (NASDAQ: TOWN) announced today that its Board of Directors declared its second-quarter shareholder cash dividend of $0.27 per common share payable on July 11, 2025, to shareholders of record on June 27, 2025. The quarterly common stock cash dividend of $0.27 per common share, or $1.08 per common share on an annual basis, is an 8% increase from the previous dividend rate. The amount and declaration of future cash dividends are subject to Board of Directors' approval in addition to regulatory restrictions. About TowneBank: Founded in 1999, TowneBank is a company built on relationships, offering a full range of banking and other financial services, with a focus of serving others and enriching lives. Dedicated to a culture of caring, TowneBank values all employees and members by embracing their diverse talents, perspectives, and experiences. Today, TowneBank operates over 55 offices throughout Hampton Roads and Central Virginia, as well as Northeastern and Central North Carolina – serving as a local leader in promoting the social, cultural, and economic growth in each community. Towne offers a competitive array of business and personal banking solutions, delivered with only the highest ethical standards. Experienced local bankers providing a higher level of expertise and personal attention with local decision-making are key to the TowneBank strategy. TowneBank has grown its capabilities beyond banking to provide expertise through its affiliated companies that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices RW Towne Realty, Towne 1031 Exchange, LLC, and Towne Vacations. With total assets of $17.51 billion as of March 31, 2025, TowneBank is one of the largest banks headquartered in Virginia. Media contact:G. Robert Aston, Jr., Executive Chairman, 757-638-6780William I. Foster III, President and Chief Executive Officer, 757-417-6482 Investor contact:William B. Littreal, Chief Financial Officer, 757-638-6813Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
