NACB

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Key Facts

• NACB shareholders will receive either $83.00 per share in cash or 5.2390 shares of ODNB common stock per NACB share, subject to proration limiting cash to 10% of total consideration.
• Based on ODNB's implied valuation of $16.24 per share, the stock consideration represents approximately $84.87 per NACB share, and the aggregate merger consideration is approximately $97.8 million assuming 90% stock and 10% cash.
• ODNB expects to issue 5,456,303 shares of common stock, resulting in current ODNB shareholders owning approximately 67.8% and former NACB shareholders owning approximately 32.2% of the combined company.
• The combined company is expected to have approximately $2.6 billion in assets, $2.1 billion in deposits, and $1.9 billion in gross loans.
• The OCC approved the bank merger on September 29, 2026; the Federal Reserve Bank of Richmond granted a waiver of BHCA approval requirements; the merger remains subject to approval by the Virginia Bureau of Financial Institutions.
• Special meetings of ODNB and NACB shareholders are scheduled for November 19, 2026, to vote on the merger proposals.
• ODNB and NACB directors holding approximately 20.6% of ODNB shares and 13.2% of NACB shares have entered into voting and support agreements to vote in favor of the merger.
• The merger agreement includes a termination fee of $4.41 million payable by either party under certain circumstances.
• ODNB has identified a material weakness in internal control over financial reporting related to its allowance for credit losses model.

Financial Impact

Aggregate merger consideration of approximately $97.8 million (assuming 90% stock / 10% cash). Pro forma combined total assets of approximately $2.56 billion as of June 30, 2026. Pro forma book value per share of $13.95. Pro forma basic EPS of $0.62 for the six months ended June 30, 2026, and $0.89 for the year ended December 31, 2025.

Risk Factors

• No established public trading market for ODNB common stock currently exists; the value of the stock consideration is uncertain.
• The merger may not be completed if shareholder or regulatory approvals are not obtained, or if conditions to closing are not satisfied.
• Integration of the two companies may be more difficult, costly, or time-consuming than expected, and anticipated cost savings may not be realized.
• ODNB has identified a material weakness in internal control over financial reporting, which could affect financial reporting accuracy.
• The combined company will face risks related to interest rate changes, credit quality, and economic conditions in the Washington, D.C. metropolitan area.

Documents Analyzed

This report is based on 6 SEC documents filed with EDGAR.

US Market Status