TowneBank and Old Point Financial Corporation Announce Agreement to Merge

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 (“OPNB”), today announced the signing of a definitive agreement and plan of merger pursuant to which TowneBank will acquire Old Point and OPNB. The proposed transaction will enhance TowneBank’s position in the Hampton Roads MSA with the addition of a high-quality core deposit franchise.

Pro forma for TowneBank’s recently closed acquisition of Village Bank and Trust Financial Corp. and the proposed acquisition of Old Point, the combined company would have total assets of $19.5 billion, loans of $13.1 billion and deposits of $16.3 billion as of December 31, 2024. TowneBank expects the acquisition to be approximately 10% accretive to earnings per share with fully phased-in cost savings on a GAAP basis. “We are excited to partner with Old Point and welcome its talented team into our TowneBank family,” said G. Robert Aston, Jr., Executive Chairman of TowneBank. “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.”

Robert F. Shuford, Jr., Chairman, President and Chief Executive Officer of Old Point Financial Corporation added, “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.”

Under the terms of the agreement, shareholders of Old Point will elect to receive either $41.00 in cash or 1.1400 shares of TowneBank common stock for each share of Old Point outstanding common stock. This 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. In consideration of the transaction, extensive due diligence was performed by the management teams of TowneBank and Old Point. The definitive agreement was approved by the boards of directors of Old Point and TowneBank. The transaction is expected to close in the second half of 2025 and is subject to customary conditions, including regulatory approval, as well as the approval of Old Point’s shareholders. Piper Sandler & Co. served 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. 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.

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 50 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. TowneBank 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 $17.25 billion as of December 31, 2024, 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 in partnership with Morgan Marrow Company. 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.
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