Blue Ridge Bankshares, Inc. (OTCPK:BRBS) entered into a letter of intent to acquire Virginia Community Bankshares, Inc. (OTC:VCBS) for approximately $44.6 million on May 3, 2019. Blue Ridge Bankshares, Inc. (OTCPK:BRBS) entered into a definitive agreement to acquire Virginia Community Bankshares, Inc. (OTC:VCBS) on May 13, 2019. Under the terms of the merger agreement, Virginia Community Bankshares, Inc. shareholders will have the right to receive either $58 in cash or 3.05 shares of Blue Ridge common stock for each share of Virginia Community Bankshares, Inc. common stock they hold. Shareholder elections are subject to adjustment so that the overall mix of consideration to be paid to Virginia Community Bankshares, Inc. shareholders consists of approximately 60% Blue Ridge common stock and 40% cash. The estimated maximum amount of cash consideration to be is $16.6 million. Blue Ridge expects to issue 1.3 million shares of common stock in the aggregate upon completion of the merger, with current Blue Ridge shareholders owning approximately 76.7% of Blue Ridge's outstanding common stock and former shareholders of VCB owning approximately 23.3% of Blue Ridge's outstanding common stock immediately following the merger. Virginia Community Bankshares must pay Blue Ridge a termination fee of $1.5 million if the merger agreement is terminated by either party under certain specified, limited circumstances. The merger agreement provides that Blue Ridge must pay VCB a termination fee of $0.5 million.

Two Directors of Virginia Community Bankshares will join the Board of Blue Ridge, as will former President, Chief Executive Officer and Chairman of Virginia Community Bankshares, A. Pierce Stone Moore Jr. will join Blue Ridge as President-Central Virginia Region, and Thomas M. Crowder, current Executive Vice-President, Chief Financial Officer and Chief Operating Office of Virginia Community Bankshares, will join as Executive Vice-President of the Card Division. Blue Ridge will move its corporate headquarters to Charlottesville, VA as part of the transaction.

The deal is subject to customary closing conditions, including regulatory approvals, and approval from the shareholders of Blue Ridge Bankshares, Inc. and Virginia Community Bankshares, Inc., effectiveness of Blue Ridge's registration statement on Form S-4, the aggregate number of VCB shares held by VCB shareholders who perfect their appraisal rights under the VSCA shall not represent 10% or more of the outstanding shares of VCB common stock, VCB having minimum tangible equity and other conditions. The transaction is unanimously approved by the Boards of Directors of both companies. As on October 23, 2019, the transaction received regulatory approvals from the Office of the Comptroller of the Currency, the Federal Reserve Bank of Richmond, and the Virginia State Corporation Commission. The proposed merger remains subject to shareholder approval and special shareholder meetings for both companies are expected to be held on December 12, 2019. As of October 29, 2019, a special meeting of shareholders of Blue Ridge Bankshares will be held on December 12, 2019. The transaction is expected to close in the fourth quarter of 2019. Blue Ridge expects the transaction to be more than 20% accretive to core bank earnings per share with an estimated earn-back period for tangible book value dilution of approximately 3.75 years.

Regan & Associates, Inc. acted as information agent, Computershare, Inc. acted as transfer agent, Raymond James & Associates, Inc. acted as fairness opinion provider and financial advisor and Scott H. Richter, Benjamin A. McCall and Lee G. Lester of Williams Mullen acted as legal advisor to Blue Ridge. Regan & Associates, Inc. acted as information agent, Sandler O'Neill + Partners, L.P. acted as financial advisor and fairness opinion provider, Brian L. Hager and Lawton B. Way of Hunton Andrews Kurth acted as legal advisor, Issuer Direct Corporation (AMEX:ISDR) acted as transfer agent to Virginia Community Bankshares. Regan & Associates, Inc. will get a fee of approximately $11,000 from Blue Ridge and a fee of approximately $4,500 from Virginia Community Bankshares for the services. Sandler O'Neill will receive a fee in an amount equal to 1.75% of the aggregate merger consideration, which fee was approximately $0.8 million at the time of announcement of the merger and is contingent upon the closing of the merger. Sandler O'Neill also received a fee of $0.15 million for rendering its opinion, which opinion fee will be credited in full towards the transaction fee which will become payable to Sandler O'Neill on the day of closing of the merger. For its services as financial advisor to Blue Ridge in connection with the merger, Raymond James will receive a transaction fee of $0.5 million, of which $25,000 was due and payable upon execution of an engagement letter with Raymond James, $125,000 was due and payable upon execution of the merger agreement, $0.15 million was due and payable when Raymond James rendered its opinion and the remainder of which is contingent upon successful completion of the merger. Troutman Sanders is advising Raymond James & Associates, Inc. in connection with rendering its fairness opinion to Blue Ridge Bankshares, Inc.

Blue Ridge Bankshares, Inc. (OTCPK:BRBS) completed the acquisition of Virginia Community Bankshares, Inc. (OTC:VCBS) on December 15, 2019. A. Pierce Stone, Andrew C. Holzwarth, and Mark W. Sisk, former members of the Virginia Community Board of Directors, have been appointed to the Boards of Blue Ridge and Blue Ridge Bank.