Atlantic Union Bankshares Corporation (NYSE:AUB) entered into a letter of intent to acquire American National Bankshares Inc. (NasdaqGS:AMNB) on June 12, 2023. Atlantic Union Bankshares Corporation entered into a definitive merger agreement to acquire American National Bankshares Inc. for approximately $440 million on July 24, 2023. Subject to the terms and conditions of the merger agreement, at the effective time of the merger, each outstanding share of common stock of American National will be converted into the right to receive 1.35 shares of common stock of Atlantic Union, with cash to be paid in lieu of any fractional shares. At closing, American National will merge with and into Atlantic Union. Post closing, Atlantic Union shareholders will own approximately 84% of the proforma company and American National shareholders will own approximately 16%. A termination fee of $17,232,000 will be payable by American National, upon termination of the merger agreement under certain circumstances. Upon closing of the transaction, the respective Boards of Directors of Atlantic Union and Atlantic Union Bank will each be increased in size by two, and two current members of the Board of Directors of American National, Nancy Howell Agee, lead independent director of American National, and Joel R. Shepherd, director of American National, will each be appointed to the Boards of Directors of Atlantic Union and Atlantic Union Bank. Upon completion of the merger, American National common stock will be delisted from Nasdaq and thereafter will be deregistered under the Exchange Act. The Atlantic Union common stock issued in the merger will be listed on the NYSE. Immediately following the merger, American National Bank and Trust Company will merge with and into Atlantic Union Bank, with Atlantic Union Bank continuing as the surviving bank.

The completion of the merger is subject to customary conditions, including, among others, (a) the approval of the merger agreement by the shareholders of American National, (b) authorization for listing on the NYSE of the shares of Atlantic Union Common Stock to be issued in the merger, (c) the receipt of required regulatory approvals including the approval of the Board of Governors of the Federal Reserve System in connection with the merger and the Bank Merger, (d) the effectiveness of the Registration Statement on Form S-4 for the Atlantic Union Common Stock to be issued in the merger, and (e) merger shall qualify as a ?reorganization? within the meaning of Section 368(a) of the Code. The merger agreement was unanimously approved by the Board of Directors of each of Atlantic Union and American National. American National shareholders approved the merger at a special meeting of shareholders on November 14, 2023. On February 23, 2024, Atlantic Union Bankshares Corporation announced that it has received regulatory approval from the Board of Governors of the Federal Reserve System to complete the merger. The Federal Reserve approval follows approvals from the Virginia State Corporation Commission. The transaction is expected to close in the first quarter of 2024. As of February 23, 2024, the transaction is expected to close on April 1, 2024.

Scott Randall Anderson, Christopher L. Kochard & Christopher Dewberry of Keefe, Bruyette & Woods, Inc., a Stifel Company, is acting as financial advisors and fairness opinion providers to American National. Scott H. Richter, Benjamin A. McCal, Lee G. Lester, Nona K. Massengill, J. Conrad Garcia, Anna K. Derewenda, J.P. McGuire Boyd, Laura D. Windsor, Edward T. White and Janet W. Cho of Williams Mullen acted as legal advisor to American National. Scott Clark, Avi J. Barak and Alex Bondroff of Piper Sandler & Co. is acting as financial advisor to Atlantic Rusty Conner, Charlotte May, Michael Reed, Randy Benjenk, Jenna Wallace and Kurt Baca of Covington & Burling LLP acted as legal advisor to Atlantic Union. Regan & Associates acted as information agent to American National. American National will pay $0.034 million as a fee to Regan & Associates. Computershare acted as transfer agent to American National.