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Mergers & Acquisitions

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Deal Overview

Buyer:
Union Bankshares Corporation
Actual Acquirer:
Union Bank and Trust Company
Target:
First Market Bank, FSB
Deal Type:
Bank & Thrift Company
Agreement Date:
3/30/2009
Announcement Date:
3/30/2009
Announced Deal Value ($ M):
105.36
Status:
Completed
Completion Date:
2/1/2010
Announced Deal Value Per Share ($ )
89,268.48

Consideration Breakout
Common Stock ($M) 96.1
Common Stock Issued 7,477,273

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 132.7 114.7
Price / Tangible Book (%) 132.7 114.7
Price / Earnings (x) NM 19.7
Price / Deposits (%) 9.34 7.88
Price / Assets (%) 8.10 6.72
Tangible Book Premium/ Deposits (%) 2.76 1.32
Deal Terms
Description of Consideration

Union Bankshares Corp. exchanged 6,273.2590 shares of its common stock for each share of First Market Bank FSB Class A and Class B common stock. First Market's $10.0 million of non-cumulative preferred equity converted into shares of Union common stock at a price equal to Union's average share price for the ten trading day period ending with the close of business on the fifth trading day preceding the Effective Date, with the average price being subject to a $16.89 - $12.89 cap/floor.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 2,293
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) 12,308
Maximum Termination Fee ($ 000) 5,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 6,273.259000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 26,400
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Keefe Bruyette & Woods Inc.
Seller Yes Cary Street Partners LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes LeClairRyan
Seller Yes McGuireWoods LLP