United Bankshares, Inc. (NasdaqGS:UBSI) entered into an Agreement and Plan of Merger to acquire Piedmont Bancorp, Inc. for approximately $270 million on May 9, 2024. Pursuant to the merger agreement, United will acquire 100% of the outstanding shares of Piedmont in exchange for common shares of United. The exchange ratio will be fixed at 0.300 of United?s shares for each share of Piedmont, resulting in an aggregate transaction value of approximately $267 million.

The Merger Agreement further provides that a termination fee of $10,690,000 will be payable by Piedmont in the event of a termination of the Merger Agreement. The merger has been approved by the Boards of Directors of both companies. The transaction is subject to the satisfaction of customary closing conditions, including approval by the shareholders of Piedmont and the receipt of required regulatory approvals which at the Federal level include the approval of the Federal Reserve and effectiveness of the registration statement on Form S-4 for United Common Stock to be issued in the Merger.

The merger is expected to close late in the fourth quarter of 2024 or early in the first quarter of 2025. Raymond James served as financial advisor and Sandra M. Murphy of Bowles Rice LLP and Sullivan & Cromwell LLP served as legal counsel to United. Kevin O'Keefe, Graham Dick and Michael Marting of Piper Sandler & Co.

and Burke Stelling Group, LLC served as financial advisors to Piedmont, and Burke Stelling Group provided a fairness opinion to Peidmont. Mark C. Kanaly, David Park, John Shannon, Blake MacKay, Meredith Gage of Alston & Bird LLP served as legal counsel to Piedmont. As of May 15, 2024 the deal is expected to close in the fourth quarter of 2024.