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TowneBank and Village Bank and Trust Financial Corp. Receive Regulatory Approvals for Merger

1. TowneBank's acquisition of Village Bank approved by regulators and shareholders. 2. Merger expected to complete in April 2025, enhancing Richmond presence. 3. Village Bank will operate under TowneBank brand after integration. 4. The acquisition aims to create diverse revenue synergies for TowneBank. 5. TowneBank's assets total $17.25 billion as of December 2024.

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FAQ

Why Bullish?

The acquisition enhances TowneBank's market presence and revenue potential, similar to past successful mergers in banking.

How important is it?

The merger is fundamental to TowneBank's growth strategy, directly influencing stock performance.

Why Long Term?

The benefits from the merger will accumulate over time, as integration and synergies materialize.

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VBFC
March 11, 2025 15:00 ET  | Source: TowneBank SUFFOLK, Va. and MIDLOTHIAN, Va., March 11, 2025 (GLOBE NEWSWIRE) -- Hampton Roads based TowneBank (NASDAQ: TOWN) and Village Bank and Trust Financial Corp. (NASDAQCM: VBFC) (“Village”) today announced that the Federal Deposit Insurance Corporation and the Virginia State Corporation Commission have approved the regulatory applications filed in connection with TowneBank’s acquisition of Village and its wholly-owned subsidiary, Village Bank. In addition to the parties receiving all required regulatory approvals, the merger received the approval of Village’s shareholders, with more than 86% of the outstanding shares voting for the merger at Village’s special meeting of shareholders held on December 19, 2024. The merger is expected to be completed at the beginning of April 2025, subject to the satisfaction of customary closing conditions contained in the merger agreement. Following the merger, the Village Bank locations will operate as “Village Bank, a Division of TowneBank” until mid-June 2025, when the core systems and operations of Village Bank are scheduled to be converted into those of TowneBank. The merger will enhance TowneBank’s continued and growing presence in the Richmond MSA while providing opportunity for diverse revenue synergies with Towne Financial Services Group. About TowneBank:Founded in 1999, TowneBank is a company built on relationships, offering a full range of banking and other financial services, with a focus of serving others and enriching lives.  Dedicated to a culture of caring, Towne values all employees and members by embracing their diverse talents, perspectives, and experiences. Today, TowneBank operates over 50 banking offices throughout Hampton Roads and Central Virginia, as well as Northeastern and Central North Carolina – serving as a local leader in promoting the social, cultural, and economic growth in each community.  Towne offers a competitive array of business and personal banking solutions, delivered with only the highest ethical standards. Experienced local bankers providing a higher level of expertise and personal attention with local decision-making are key to the TowneBank strategy.  TowneBank has grown its capabilities beyond banking to provide expertise through its affiliated companies that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices RW Towne Realty, Towne 1031 Exchange, LLC, and Towne Vacations. With total assets of $17.25 billion as of December 31, 2024, TowneBank is one of the largest banks headquartered in Virginia. About Village Bank and Trust Financial Corp.Headquartered in Midlothian, Virginia, Village Bank and Trust Financial Corp. is the holding company for Village Bank. Village Bank was founded in 1999 and operates nine branch offices serving the greater Richmond Metropolitan area and Williamsburg, Virginia. Village Bank and Trust Financial Corp. had total assets of $756.1 million as of December 31, 2024. Additional information is available at the company’s website, http://www.villagebank.com. Media contact:G. Robert Aston, Jr., Executive Chairman, TowneBank, 757-638-6780William I. Foster III, Chief Executive Officer, TowneBank, 757-417-6482James E. Hendricks Jr., Chief Executive Officer, Village Bank and Trust Financial Corp., 804-419-1253 Investor contact:William B. Littreal, Chief Financial Officer, TowneBank, 757-638-6813Deborah M. Golding, Vice President, Village Bank and Trust Financial Corp., 804-897-3900 Cautionary Note Regarding Forward-Looking StatementsThis press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent only the beliefs, expectations, or opinions of TowneBank and Village and their respective management teams regarding future events, many of which, by their nature, are inherently uncertain and beyond the control of TowneBank and Village. Forward-looking statements may be identified by the use of such words as: “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional terms, such as “will,” “would,” “should,” “could,” “may,” “likely,” “probably,” or “possibly.” These statements may address issues that involve significant risks, uncertainties, estimates, and assumptions made by management, including statements about (i) the benefits of the transaction, including future financial and operating results, cost savings, enhancement to revenue and accretion to reported earnings that may be realized from the transaction and (ii) TowneBank’s and Village’s plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts. In addition, these forward-looking statements are subject to various risks, uncertainties, estimates and assumptions with respect to future business strategies and decisions that are subject to change and difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Although TowneBank’s and Village’s respective management teams believe that estimates and assumptions on which forward-looking statements are based are reasonable, such estimates and assumptions are inherently uncertain. As a result, actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the business of Village and Village Bank may not be successfully integrated into TowneBank, or such integration may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the transaction may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the transaction, including adverse effects on relationships with employees and customers, may be greater than expected; (4) economic, legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which TowneBank and Village are engaged; (5) competitive pressures in the banking industry that may increase significantly; (6) changes in the interest rate environment that may reduce margins and/or the volumes and values of loans made or held as well as the value of other financial assets held; (7) an unforeseen outflow of cash or deposits or an inability to access the capital markets, which could jeopardize TowneBank’s or Village’s overall liquidity or capitalization; (8) changes in the creditworthiness of customers and the possible impairment of the collectability of loans; (9) insufficiency of TowneBank’s or Village’s allowance for credit losses due to market conditions, inflation, changing interest rates or other factors; (10) adverse developments in the financial industry generally, such as the 2023 bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior; (11) general economic conditions, either nationally or regionally, that may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit or other services; (12) geopolitical instability, including wars, conflicts, trade restrictions and tariffs, civil unrest, and terrorist attacks and the potential impact, directly or indirectly, on TowneBank’s or Village’s business; (13) the effects of weather-related or natural disasters, which may negatively affect TowneBank’s or Village’s operations and/or loan portfolio and increase the cost of conducting business; (14) public health events (such as the COVID-19 pandemic) and governmental and societal responses to them; (15) changes in the legislative or regulatory environment, including changes in accounting standards and tax laws, that may adversely affect TowneBank’s or Village’s businesses; (16) cybersecurity threats or attacks, whether directed at us or at vendors or other third parties with which we interact, the implementation of new technologies, and the ability to develop and maintain reliable electronic systems; (17) competitors may have greater financial resources and develop products that enable them to compete more successfully; (18) changes in business conditions; (19) changes in the securities market; and (20) changes in the local economies with regard to TowneBank’s and Village’s respective market areas. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in TowneBank’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Federal Deposit Corporation and Village’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the U.S. Securities and Exchange Commission. TowneBank and Village undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

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