Big Virginia Bank Shareholder Opposes Deal

A major shareholder of TransCommunity Financial Corp. in Glen Allen, Va., has told the company's board of directors he intends to vote against its pending acquisition by Community Bankers Acquisition Corp. in Alexandria, Va., according to a Securities and Exchange Commission filing Thursday.

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Bradbury Dyer 3rd and Paragon Associates in Dallas, of which he is sole general partner, own a 9.7% stake in TransCommunity. Mr. Dyer sent a letter to the board this week asking it to reconsider the deal, which he said would "be unacceptably dilutive to the intrinsic value of the TCYF shares."

In early September, the $280 million-asset TransCommunity agreed to sell itself to Community Bankers Acquisition, a so-called "blank-check" company formed last year to buy banks, for $48.5 million of stock.

The deal would be the blank-check company's first. Bruce Nolte, TransCommunity's president and chief executive officer, said in the deal announcement that it would infuse TransCommunity with talent and capital that it could use for expansion.

In his letter, Mr. Dyer wrote that TransCommunity had overcome several "distractions" since 2005 and that, by agreeing to sell to Community Bankers Acquisition, the board had returned the company to a state of "limbo."

He added, however, that he does not oppose the company's finding another buyer. If the Community Bankers Acquisition deal is terminated, TransCommunity should "enter into a wide-ranging formal process to explore the company's strategic alternatives," he wrote.


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