DEFM14A 1 t1701550-def14a.htm DEFINITIVE PROXY STATEMENT t1701550-def14a - none - 14.6004599s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.    )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12
Eastern Virginia Bankshares, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
(2)
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(3)
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(4)
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(5)
Total fee paid:

Fee paid previously with preliminary materials:

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
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Date Filed:

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PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT
Dear Fellow Shareholders:
The boards of directors of Southern National Bancorp of Virginia, Inc. (“SONA”) and Eastern Virginia Bankshares, Inc. (“EVBS”) have approved a strategic merger in which EVBS will merge with and into SONA. The combined company, which will retain the SONA name, is expected to have approximately $2.4 billion in assets, $2.0 billion in deposits and $1.8 billion in total loans. The combined company will operate offices throughout Virginia and Maryland and will be the seventh largest Virginia-based community bank with assets under $10 billion. We are sending you this document to ask you, as a SONA and/or EVBS shareholder, to approve the merger.
In the merger, each share of EVBS common and preferred stock will be converted into the right to receive 0.6313 shares of SONA common stock. Although the number of shares of SONA common stock that EVBS shareholders will receive is fixed, the market value of the merger consideration will fluctuate with the market price of SONA common stock and will not be known at the time the EVBS shareholders vote on the merger. Based on the average closing sale price for SONA common stock on the NASDAQ Global Market for the ten trading days ended December 12, 2016 ($15.39), the last trading day before public announcement of the merger, the 0.6313 exchange ratio represented approximately $9.72 in value for each share of EVBS common and preferred stock. The most recent reported closing sale price for SONA common stock on May 10, 2017 was $17.47. The most recent reported closing sale price for EVBS common stock on May 10, 2017 was $11.07. Based on the exchange ratio and the number of shares of EVBS common and preferred stock outstanding and reserved for issuance under various stock incentive plans and agreements, the maximum number of shares of SONA common stock offered by SONA and issuable in the merger is 11,694,700. We urge you to obtain current market quotations for SONA (trading symbol “SONA”) and EVBS (trading symbol “EVBS”).
Your vote is very important. We are holding special meetings of our respective shareholders to obtain approval of the merger agreement and related plan of merger and related matters as described in the attached joint proxy statement/prospectus, including with respect to both SONA and EVBS, approval, on a non-binding, advisory basis, certain compensation proposals. Approval of the merger agreement and related plan of merger requires the affirmative vote of the holders of more than two thirds of the outstanding shares of SONA common stock, and the affirmative vote of the holders of a majority of the outstanding shares of EVBS common stock. Both the SONA and EVBS compensation proposals, each to be approved on an advisory basis only, require the affirmative vote of a majority of the outstanding shares of SONA and EVBS common stock, as applicable.
Whether or not you plan to attend the SONA or EVBS special meeting, it is important that your shares be represented at the meeting and your vote recorded. Please take the time to vote by completing and mailing the enclosed proxy card or by voting via the Internet or telephone using the instructions given on the proxy card. Even if you return the proxy card, you may attend the special meeting and vote your shares in person.
The boards of directors of SONA and EVBS unanimously recommend that you vote “FOR” approval of the merger agreement and the related plan of merger and “FOR” the other matters to be considered at each special meeting.

This joint proxy statement/prospectus describes the special meetings, the merger, the documents related to the merger, and other related matters. Please carefully read this joint proxy statement/prospectus, including the information in the “Risk Factors” section beginning on page 26. You can also obtain information about SONA and EVBS from documents that each has filed with the Securities and Exchange Commission.
Thank you for your support.
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Georgia S. Derrico
Chairman and Chief Executive Officer
Southern National Bancorp of Virginia, Inc.
Joe A. Shearin
President and Chief Executive Officer
Eastern Virginia Bankshares, Inc.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either SONA or EVBS, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
This joint proxy statement/prospectus is dated May 11, 2017 and is first being mailed to shareholders of SONA and EVBS on or about May 15, 2017.

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SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on June 21, 2017
A special meeting of the shareholders of Southern National Bancorp of Virginia, Inc. (“SONA”) will be held at International Country Club, located at 13200 Lee Jackson Highway, Fairfax, Virginia 22033, at 3:00 p.m. local time, on Wednesday, June 21, 2017 for the following purposes:
1.
To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of December 13, 2016, between SONA and Eastern Virginia Bankshares, Inc. (“EVBS”), as amended on March 8, 2017 and April 5, 2017, including the related Plan of Merger (together, the “merger agreement”), pursuant to which EVBS will merge with and into SONA, as more fully described in the accompanying joint proxy statement/prospectus (the “SONA merger proposal”). A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/​prospectus.
2.
To consider and vote on a proposal to adjourn the meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the SONA merger proposal (the “SONA adjournment proposal”).
3.
To consider and vote on a proposal to approve, in a non-binding advisory vote, certain compensation that may become payable to SONA’s named executive officers in connection with the merger (the “SONA compensation proposal”).
4.
To transact such other business as may properly come before the meeting and any adjournments thereof.
All holders of record of SONA common stock at the close of business on April 24, 2017 are entitled to notice of and to vote at the meeting and any adjournments thereof.
By Order of the Board of Directors,
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Georgia S. Derrico
Chairman and Chief Executive Officer
May 11, 2017
The SONA board of directors unanimously recommends that you vote “FOR” the SONA merger proposal, “FOR” the SONA compensation proposal, and “FOR” the SONA adjournment proposal.
Please promptly vote by completing and returning the enclosed proxy card, whether or not you plan to attend the special meeting. If you attend the meeting in person, you may withdraw your proxy card and vote your shares in person.
The attached joint proxy statement/prospectus describes the terms and conditions of the merger agreement and includes the complete text of the merger agreement as Appendix A. We urge you to read the enclosed materials carefully for a complete description of the merger agreement and the merger. The accompanying joint proxy statement/prospectus forms a part of this notice.

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EASTERN VIRGINIA BANKSHARES, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on June 21, 2017
A special meeting of the common shareholders of Eastern Virginia Bankshares, Inc. (“EVBS”) will be held at International Country Club, located at 13200 Lee Jackson Highway, Fairfax, Virginia 22033, at 3:00 p.m. local time, on Wednesday, June 21, 2017 for the following purposes:
1.
To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of December 13, 2016, between Southern National Bancorp of Virginia, Inc. (“SONA”) and EVBS, as amended on March 8, 2017 and April 5, 2017, including the related Plan of Merger (together, the “merger agreement”), pursuant to which EVBS will merge with and into SONA, as more fully described in the accompanying joint proxy statement/prospectus (the “EVBS merger proposal”). A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus.
2.
To consider and vote on a proposal to approve, in a non-binding advisory vote, certain compensation that may become payable to EVBS’s named executive officers in connection with the merger (the “EVBS compensation proposal”).
3.
To consider and vote on a proposal to adjourn the meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the EVBS merger proposal (the “EVBS adjournment proposal”).
4.
To transact such other business as may properly come before the meeting and any adjournments thereof.
All holders of record of EVBS common stock at the close of business on April 24, 2017 are entitled to notice of and to vote at the meeting and any adjournments thereof.
By Order of the Board of Directors,
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W. Rand Cook
Chairman of the Board of Directors
May 11, 2017
The EVBS board of directors unanimously recommends that you vote “FOR” the EVBS merger proposal, “FOR” the EVBS compensation proposal and “FOR” the EVBS adjournment proposal.
Please promptly vote by completing and returning the enclosed proxy card, whether or not you plan to attend the special meeting. You may also vote via the Internet or telephone by following the instructions on the proxy card. If you attend the meeting in person, you may withdraw your proxy card and vote your shares in person.
The attached joint proxy statement/prospectus describes the terms and conditions of the merger agreement and includes the complete text of the merger agreement as Appendix A. We urge you to read the enclosed materials carefully for a complete description of the merger agreement and the merger. The accompanying joint proxy statement/prospectus forms a part of this notice.

ADDITIONAL INFORMATION
This joint proxy statement/prospectus incorporates by reference important business and financial information about SONA and EVBS from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference, see “Where You Can Find More Information” on page 128. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus through the website of the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov, through the website of SONA at http://www.sonabank.com and the website of EVBS at http://www.evb.org or by requesting them in writing or by telephone at the contact information set forth below.
Southern National Bancorp of Virginia, Inc.
1002 Wisconsin Ave. N.W.
Washington, D.C. 20007
Attention: Investor Relations
Telephone: (202) 464-1130
Eastern Virginia Bankshares, Inc.
10900 Nuckols Road, Suite 325
Glen Allen, Virginia 23060
Attention: Investor Relations
Telephone: (804) 443-8400
Information contained on the websites of SONA or EVBS, or any subsidiary of SONA or EVBS, does not constitute part of this joint proxy statement/prospectus and is not incorporated into other filings that SONA or EVBS makes with the SEC.
If you would like to request documents from SONA or EVBS, please do so by June 14, 2017 in order to receive timely delivery of the documents before the special meetings.
In this joint proxy statement/prospectus, Southern National Bancorp of Virginia, Inc. is referred to as “SONA” or the “Continuing Corporation” and Eastern Virginia Bankshares, Inc. is referred to as “EVBS.” The merger of EVBS with and into SONA is referred to as the “merger,” and the Agreement and Plan of Merger, dated as of December 13, 2016, between SONA and EVBS, as amended on March 8, 2017 and April 5, 2017, including the related Plan of Merger to be filed with the State Corporation Commission of the Commonwealth of Virginia (along with the articles of merger), is referred to as the “merger agreement,” a copy of which is attached as Appendix A to this joint proxy statement/prospectus. SONA’s proposal to approve the merger agreement is referred to as the “SONA merger proposal.” SONA’s proposal to approve, in a non-binding advisory vote, certain compensation that may become payable to SONA’s named executive officers in connection with the merger is referred to as the “SONA compensation proposal.” SONA’s proposal to adjourn its special meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the SONA merger proposal is referred to as the “SONA adjournment proposal.”
EVBS’s proposal to approve the merger agreement is referred to as the “EVBS merger proposal.” EVBS’s proposal to approve, in a non-binding advisory vote, certain compensation that may become payable to EVBS’s named executive officers in connection with the merger is referred to as the “EVBS compensation proposal.” EVBS’s proposal to adjourn its special meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the EVBS merger proposal is referred to as the “EVBS adjournment proposal.” The special meeting of shareholders of SONA and the special meeting of shareholders of EVBS are sometimes referred to collectively as the “special meetings.”

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APPENDIX A
Merger Agreement
APPENDIX B
FIG Partners Fairness Opinion
APPENDIX C
Sandler O’Neill Fairness Opinion
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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS
The following questions and answers briefly address some commonly asked questions about the special meetings and the merger. They may not include all of the information that is important to SONA and EVBS shareholders. We urge shareholders to read carefully this joint proxy statement/prospectus, including the appendices and other documents referred to herein.
Q:
What is the merger?
A:
SONA and EVBS have entered into the merger agreement whereby EVBS will merge with and into SONA, with SONA being the surviving corporation. As a result of the merger, EVBS shareholders will have the right to receive common stock of the Continuing Corporation in exchange for their EVBS common and/or preferred stock. Upon the effective date of the merger, SONA common stock, including the shares issued to former holders of EVBS common stock, will be the common stock of the Continuing Corporation. Accordingly, the stock consideration to be received by holders of EVBS common and preferred stock is referred to as “SONA common stock” as well as the common stock of the Continuing Corporation. A copy of the merger agreement is attached to this joint proxy statement/​prospectus as Appendix A.
We currently expect to complete the merger during the second quarter of 2017. Following completion of the merger, it is expected that EVB, EVBS’s wholly-owned bank subsidiary, will merge with and into Sonabank, SONA’s wholly-owned bank subsidiary, also during the second quarter of 2017 (referred to sometimes as the “bank merger”).
Q:
What will EVBS shareholders receive in the merger?
A:
In the proposed merger, holders of EVBS’s common stock will have the right to receive 0.6313 shares of common stock of the Continuing Corporation for each share of EVBS common stock. In addition, the holders of shares of EVBS non-voting mandatorily convertible non-cumulative preferred stock, Series B, par value $2.00 per share, or EVBS preferred stock, will have the right to receive 0.6313 shares of common stock of the Continuing Corporation for each share of EVBS preferred stock. This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the merger. SONA shareholders will continue to own their existing shares, which will not be affected by the merger.
Q:
Why am I receiving these materials?
A:
SONA and EVBS are each holding a special meeting of shareholders to vote on the proposals necessary to complete the merger. We are sending you these materials to solicit your proxy and help you decide how to vote your shares of SONA common stock or EVBS common stock at the special meetings. SONA and EVBS common shareholders will be asked in separate company proposals to approve the SONA merger proposal and the EVBS merger proposal, respectively. SONA and EVBS shareholders will also be asked to approve their respective compensation proposals.
Q:
What do I need to do now to vote my shares?
A:
After carefully reading and considering the information contained in this joint proxy statement/​prospectus, please vote your shares as soon as possible so that your shares will be represented at the SONA or EVBS special meeting, as applicable. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.
Q:
How do I vote?
A:
By mail.   You may vote before the SONA or EVBS special meeting by completing, signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope.
By the Internet or Telephone.   If you are a record holder of SONA common stock, you can also appoint the proxies to vote your shares for you by going to the Internet website www.investorvote.com/sona or by calling 1-800-652-VOTE (8683). When you are prompted for your
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“control number,” enter the number printed just above your name on the enclosed proxy card, and then follow the instructions provided. You may vote by the Internet or telephone only until 11:59 p.m. Eastern Time on June 20, 2017.
If you are a record holder of EVBS common stock, you can also appoint the proxies to vote your shares for you by going to the Internet website www.voteproxy.com or by calling 1-800-PROXIES (1-800-766-9437). When you are prompted for your “control number,” enter the number printed just above your name on the enclosed proxy card, and then follow the instructions provided. You may vote by the Internet or telephone only until 11:59 p.m. Eastern Time on June 20, 2017.
In Person.   You may also cast your vote in person at the respective company’s special meeting. See below for the date, time and place of the SONA and EVBS special meetings. If your shares are held in “street name,” through a broker, bank or other nominee, that entity will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote in person at the special meetings will need to present a proxy from the entity that holds the shares.
Q:
If my shares are held in “street name” by a broker or other nominee, will my broker or nominee vote my shares for me if I do not provide instructions on how to vote my shares?
A:
Your broker or other nominee does not have authority to vote on the proposals described in this joint proxy statement/prospectus if you do not provide instructions to it on how to vote. Your broker or other nominee will vote your shares held by it in “street name” with respect to these matters ONLY if you provide instructions to it on how to vote. You should follow the directions your broker or other nominee provides.
Q:
When and where is the SONA special meeting of shareholders?
A:
The special meeting of SONA shareholders will be held at 3:00 p.m. local time, on Wednesday, June 21, 2017 at International Country Club, located at 13200 Lee Jackson Highway, Fairfax, Virginia 22033.
Q:
When and where is the EVBS special meeting of shareholders?
A:
The special meeting of EVBS common shareholders will be held at 3:00 p.m. local time, on Wednesday, June 21, 2017 at International Country Club, located at 13200 Lee Jackson Highway, Fairfax, Virginia 22033.
Q:
What vote is required to approve each proposal at the SONA special meeting?
A:
The SONA merger proposal requires the affirmative vote of more than two thirds of the outstanding shares of SONA common stock entitled to vote on the proposal.
The SONA compensation proposal, to be approved on an advisory basis only, requires the affirmative vote of at least a majority of the shares of SONA common stock voted on the proposal.
The SONA adjournment proposal requires the affirmative vote of at least a majority of the shares of SONA common stock voted on the proposal, whether or not a quorum is present.
Q:
What vote is required to approve each proposal at the EVBS special meeting?
A:
The EVBS merger proposal requires the affirmative vote of a majority of the outstanding shares of EVBS common stock entitled to vote on the proposal.
The EVBS compensation proposal, to be approved on an advisory basis only, requires the affirmative vote of at least a majority of the shares of EVBS common stock voted on the proposal.
The EVBS adjournment proposal requires the affirmative vote of at least a majority of the shares of EVBS common stock voted on the proposal, whether or not a quorum is present.
Q:
What if I do not vote on the merger proposals?
A:
If you are a SONA shareholder.   With respect to the SONA merger proposal, if you fail to vote or fail to instruct your broker or other nominee how to vote, your failure to vote will have the same effect as a
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vote against the SONA merger proposal. If you respond with an “abstain” vote, your proxy will have the same effect as a vote against the SONA merger proposal. If you are a shareholder of record of common stock and you sign and return your proxy card but do not indicate how you want to vote on the SONA merger proposal, your proxy will be counted as a vote in favor of the proposals.
If you are an EVBS common shareholder.   With respect to the EVBS merger proposal, if you fail to vote or fail to instruct your broker or other nominee how to vote, your failure to vote will have the same effect as a vote against the EVBS merger proposal. If you respond with an “abstain” vote, your proxy will have the same effect as a vote against the EVBS merger proposal. If you are a shareholder of record of common stock and you sign and return your proxy card but do not indicate how you want to vote on the EVBS merger proposal, your proxy will be counted as a vote in favor of the proposal.
Q:
May I change my vote after I have delivered my proxy card or voting instructions?
A:
Yes. If you are a shareholder of record of common stock, you may change your vote at any time before your proxy is voted at the applicable special meeting. You may do this in any of the following ways:

by sending a notice of revocation to either the SONA corporate secretary or the EVBS corporate secretary, as the case may be;

by sending a completed proxy card bearing a later date than your original proxy card;

by voting via the Internet or telephone any time after delivering your proxy card or voting instructions via the Internet or telephone; or

by attending the SONA or EVBS special meeting and voting in person; your attendance alone will not revoke any proxy.
If you choose either of the first two methods, your notice or new proxy card must be actually received before the voting takes place at the applicable special meeting.
If your shares are held in a stock brokerage account or by a bank or other nominee, you should call your broker or other nominee for additional information regarding how to change your vote.
Q:
What would happen if either SONA shareholders or EVBS common shareholders do not approve the applicable compensation proposal?
A:
Neither approval of the SONA compensation proposal nor the approval of EVBS compensation proposal is a condition to completion of the merger. The vote on these proposals are advisory votes and will not be binding on SONA, EVBS or the Continuing Corporation regardless of whether the merger proposals are approved. Accordingly, if the merger is approved and completed, certain of SONA’s and EVBS’s named executive officers, as applicable, will be eligible to receive the various merger-related compensation that may become payable in connection with the completion of the merger, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of the SONA shareholders and the EVBS common shareholders.
Q:
What are the material U.S. federal income tax consequences of the merger to EVBS shareholders?
A:
The merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). In connection with the filing of the registration statement of which this joint proxy statement/prospectus is a part, Alston & Bird LLP has delivered to SONA, and Troutman Sanders LLP has delivered to EVBS, their respective opinions that, for U.S. federal income tax purposes, subject to the limitations, assumptions and qualifications described in “Material U.S. Federal Income Tax Consequences” (page 102), the merger will qualify as a reorganization. Accordingly, a holder of EVBS common stock generally will not recognize any gain or loss for U.S. federal income tax purposes as a result of the exchange of the holder’s shares of EVBS common stock and EVBS preferred stock for shares of SONA common stock pursuant to the merger. However, EVBS common and preferred shareholders may recognize gain or loss in connection with cash received instead of any fractional shares of SONA common stock they would otherwise be entitled to receive. It is a condition to SONA’s and EVBS’s obligations to complete the merger that they
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each receive a tax opinion, dated the closing date of the merger, that the merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. These opinions, however, will not bind the Internal Revenue Service (the “IRS”) or the courts, which could take a contrary view. For greater detail, see “Material U.S. Federal Income Tax Consequences” beginning on page 102. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the specific tax consequences of the merger to you.
Q:
Do I have dissenters’ or appraisal rights?
A:
No. Under Virginia law, shareholders of SONA and EVBS are not entitled to exercise dissenters’ or appraisal rights in connection with the merger.
Q:
If I am an EVBS shareholder with shares represented by stock certificates, should I send in my EVBS stock certificates now?
A:
No. Please do not send your stock certificates with your proxy card.
If you are a holder of EVBS stock, you will receive written instructions from the exchange agent within five business days after the merger is completed on how to exchange your EVBS stock certificates for shares of SONA common stock issued in book-entry form or, if you elect, a SONA stock certificate, and your check in lieu of any fractional shares of SONA common stock.
Q:
What should I do if I hold my shares of EVBS common stock in book-entry form?
A:
After the completion of the merger, SONA will send you instructions on how to exchange your shares of EVBS common stock held in book-entry form for shares of common stock of the Continuing Corporation in book-entry form and receive your check in lieu of fractional shares of common stock of the Continuing Corporation.
Q:
What happens if I sell or transfer ownership of shares of EVBS common stock after the record date for the EVBS special meeting?
A:
The record date for the EVBS special meeting is earlier than the expected date of completion of the merger. Therefore, if you sell or transfer ownership of your shares of EVBS common stock after the record date for the EVBS special meeting, but prior to completion of the merger, you will retain the right to vote at the EVBS special meeting, but the right to receive the merger consideration will transfer with the shares of EVBS common stock.
Q:
Who should I contact if I have any questions about the proxy materials or voting?
A:
If you have any questions about the merger or if you need assistance in submitting your proxy or voting your shares or need additional copies of the joint proxy statement/prospectus or the enclosed proxy card:

if you are a SONA shareholder, you should contact SONA’s investor relations department by calling (703) 893-7400 or by writing to Southern National Bancorp of Virginia, Inc., 6830 Old Dominion Drive, McLean, Virginia 22101, Attention: Investor Relations. You may also obtain more information about the merger and the proxy materials by contacting SONA’s proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 or by calling (800) 322-2885.

if you are an EVBS shareholder, you should contact EVBS’s investor relations department by calling (804) 443-8400 or by writing to Eastern Virginia Bankshares, Inc., 10900 Nuckols Road, Suite 325, Glen Allen, Virginia 23060, Attention: Investor Relations.

If your shares are held in a stock brokerage account or by a bank or other nominee, you should call your broker or other nominee for additional information.
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SUMMARY
This summary highlights selected information from this joint proxy statement/prospectus. We urge you to read carefully the joint proxy statement/prospectus and the other documents to which this joint proxy statement/prospectus refers to understand fully the merger and the other matters to be considered at the special meetings. See “Where You Can Find More Information” beginning on page 128. Each item in this summary includes a page reference directing you to a more complete description of that item.
The Merger (page 47)
SONA and EVBS are proposing a combination of our companies through a merger of EVBS with and into SONA, pursuant to the terms and conditions of the merger agreement. The parties expect to complete the merger during the second quarter of 2017. The merger agreement is attached to this joint proxy statement/prospectus as Appendix A. We encourage you to read the merger agreement because it is the legal document that governs the merger.
If the merger is completed, it is expected that EVB, the wholly-owned subsidiary of EVBS, will merge with and into Sonabank, the wholly-owned bank subsidiary of SONA, following the merger with Sonabank being the surviving bank. The parties expect to complete the bank merger during the second quarter of 2017.
Consideration to be Received in the Merger by EVBS Shareholders (page 87)
In the proposed merger, holders of EVBS common stock will have the right to receive 0.6313 shares of common stock of the Continuing Corporation for each share of EVBS common stock outstanding immediately prior to the effective date of the merger and cash in lieu of any fractional shares. In addition, the holders of shares of EVBS preferred stock will have the right to receive 0.6313 shares of common stock of the Continuing Corporation for each share of EVBS preferred stock outstanding immediately prior to the effective date of the merger and cash in lieu of any fractional shares.
The number of shares of common stock of the Continuing Corporation delivered for each share of EVBS common stock and EVBS preferred stock in the merger is referred to as the “exchange ratio.” This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the merger. Based on the average closing price of SONA’s common stock for the ten trading days ended December 12, 2016 ($15.39), the 0.6313 exchange ratio represented approximately $9.72 in value for each share of EVBS common and EVBS preferred stock or $178.3 million in the aggregate. Based on the average closing price of SONA’s common stock for the ten trading days ended May 10, 2017, the last trading day before the date of this joint proxy statement/prospectus, the 0.6313 exchange ratio represented approximately $11.29 in value for each share of EVBS common and EVBS preferred stock or $207.2 million in the aggregate. It is expected that existing holders of EVBS common stock and EVBS preferred stock will own approximately 48.6% of SONA’s common stock, on a fully diluted basis, after the merger.
Shares of SONA common stock held by SONA shareholders will remain unchanged in the merger. It is expected that existing holders of SONA common stock will own approximately 51.4% of SONA’s outstanding common stock, on a fully diluted basis, after the merger.
Treatment of EVBS Stock Options and Other Equity-Based Awards (page 88)
Stock Options.   In the merger, each outstanding EVBS stock option will vest and be converted into and become an option to purchase shares of common stock of the Continuing Corporation, which will be adjusted (i) by multiplying the number of shares of common stock that may be purchased under the option by the exchange ratio and rounding down to the nearest share, and (ii) by dividing the per share exercise price of the option by the exchange ratio and rounding up to the nearest cent.
Restricted Stock Awards.   In the merger, each outstanding share of EVBS common stock subject to time-based or performance-based vesting restrictions granted under a EVBS stock plan will, pursuant to the terms of such grant, vest in full immediately prior to the merger and be converted into the right to receive unrestricted shares of common stock of the Continuing Corporation based on the exchange ratio.
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Dividend Information (page 105)
SONA is currently paying a quarterly cash dividend on shares of its common stock at a rate of  $0.08 per share. SONA has no current intention to change its dividend strategy of paying a quarterly cash dividend, but has and will continue to evaluate that decision based on a quarterly review of earnings, growth, capital and such other factors that the SONA board of directors considers relevant to the dividend decision process. EVBS currently pays a quarterly cash dividend on shares of its common stock at a rate of $0.03 per share.
Material U.S. Federal Income Tax Consequences (page 102)
The merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. In connection with the filing of the registration statement of which this joint proxy statement/prospectus is a part, Alston & Bird LLP has delivered to SONA, and Troutman Sanders LLP has delivered to EVBS, their respective opinions (Exhibits 8.1 and 8.2, respectively) that, for U.S. federal income tax purposes, subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences” (page 102), the merger will qualify as a reorganization. Additionally, it is a condition to SONA’s and EVBS’s obligations to complete the merger that they each receive a tax opinion, dated the closing date of the merger, that the merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Accordingly, for U.S. federal income tax purposes, the merger generally will be tax-free to EVBS shareholders as to the shares of SONA common stock they receive in the merger. However, EVBS shareholders may recognize gain or loss in connection with cash received instead of any fractional shares of SONA common stock they would otherwise be entitled to receive. We note that the opinions referenced herein will not bind the IRS or the courts, which could take a contrary view.
The tax consequences of the merger to you will depend on your own situation and the consequences described in this joint proxy statement/prospectus may not apply to you. EVBS shareholders will also be required to file certain information with their U.S. federal income tax returns and to retain certain records with regard to the merger. In addition, you may be subject to state, local or foreign tax laws and consequences that are not addressed in this joint proxy statement/prospectus. You are urged to consult with your own tax advisor for a full understanding of the tax consequences of the merger to you.
For greater detail, see “Material U.S. Federal Income Tax Consequences” beginning on page 102.
SONA’s Board of Directors Unanimously Recommends that SONA Shareholders Vote “FOR” the SONA Merger Proposal, “FOR” the SONA Compensation Proposal and “FOR” the SONA Adjournment Proposal (page 39)
SONA’s board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of SONA and its shareholders and has approved the merger agreement. The SONA board of directors unanimously recommends that SONA shareholders vote “FOR” the SONA merger proposal, “FOR” the SONA compensation proposal and “FOR” the SONA adjournment proposal. In making its recommendations, a number of substantive reasons were considered by the SONA board, including, among others: (i) the expectation that the merger will create a $2.4 billion-asset bank that will be the seventh largest Virginia-based community bank with assets under $10 billion; (ii) the belief that the merger will allow the combined company to more effectively and efficiently navigate the challenges and costs associated with becoming a larger financial institution; (iii) the expectation that the combined company will have increased resources to invest in future growth opportunities in comparison to SONA on a stand-alone basis; (iv) the complementary nature of EVBS’s business, operations and proficiencies with those of SONA; and (v) the opportunities for greater efficiencies from conducting SONA’s and EVBS’s operations as part of a single enterprise. For additional discussion of the factors considered by SONA’s board of directors in reaching its decision to approve the merger agreement, see “The Merger — SONA’s Reasons for the Merger; Recommendation of SONA’s Board of Directors.”
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EVBS’s Board of Directors Unanimously Recommends that EVBS Shareholders Vote “FOR” the EVBS Merger Proposal, “FOR” the EVBS Compensation Proposal and “FOR” the EVBS Adjournment Proposal (page 45)
EVBS’s board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of EVBS and its shareholders and has unanimously approved the merger agreement. The EVBS board of directors unanimously recommends that EVBS shareholders vote “FOR” the EVBS merger proposal, “FOR” the EVBS compensation proposal and “FOR” the EVBS adjournment proposal. In making its recommendations, a number of substantive reasons were considered by the EVBS board, including, among others: (i) the expectation that the merger will create a $2.4 billion-asset bank that will be the seventh largest Virginia-based community bank under $10 billion in assets; (ii) EVBS’s historical financial performance, prospects for the future, projected financial results and alternatives for loan growth on a stand-alone basis, and the belief that the combined company will have increased resources and ability to accelerate growth in comparison to EVBS on a stand-alone basis; (iii) the potential for EVBS’s shareholders to benefit from the combined company’s expected profitability and potential for growth and stock appreciation; (iv) the ability to leverage the combination of EVBS’s strong core deposit base and retail franchise with SONA’s robust loan growth, and the expectation of enhanced geographic, industry and client diversity of the combined company; and (v) the expected increase in cash dividend payments to be received by EVBS’s shareholders as shareholders of the Continuing Corporation following the merger. For additional discussion of the factors considered by EVBS’s board of directors in reaching its decision to approve the merger agreement, see “The Merger — EVBS’s Reasons for the Merger; Recommendation of EVBS’s Board of Directors.”
Opinion of SONA’s Financial Advisor (page 53)
In considering whether to approve the merger, SONA’s board of directors considered the opinion of its financial advisor, FIG Partners LLC (“FIG Partners”), which delivered to SONA’s board of directors its opinion on December 13, 2016 that based upon and subject to the various considerations set forth in its written opinion, the exchange ratio was fair to the shareholders of SONA from a financial point of view. A copy of FIG Partners’ written fairness opinion, dated December 13, 2016, is attached to this joint proxy statement/prospectus as Appendix B. You should read this opinion completely to understand the assumptions made, matters considered and limitations of the review undertaken by FIG Partners in providing its opinion. The opinion of FIG Partners has not been updated prior to the date of this joint proxy statement/prospectus and does not reflect any change in circumstances after December 13, 2016.
FIG Partners’ opinion is directed to SONA’s board of directors, addresses only the fairness of the exchange ratio pursuant to the merger agreement from a financial point of view to SONA, and does not address any other aspect of the merger. FIG Partners’ opinion does not constitute a recommendation to any SONA shareholder as to how to vote or act with respect to the merger or any matter considered at the SONA special meeting.
Opinion of EVBS’s Financial Advisor (page 62)
In connection with the merger, EVBS’s board of directors received the opinion of EVBS’s financial advisor, Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”), which delivered to EVBS’s board of directors its oral opinion, which was subsequently confirmed in writing on December 13, 2016, to the effect that, as of such date, the exchange ratio was fair to the holders of EVBS common stock from a financial point of view. A copy of the written opinion, dated December 13, 2016, is attached to this joint proxy statement/​prospectus as Appendix C. You should read this opinion completely to understand the assumptions made, matters considered and limitations of the review undertaken by Sandler O’Neill in providing its opinion. The opinion of Sandler O’Neill has not been updated prior to the date of this joint proxy statement/​prospectus and does not reflect any change in circumstances after December 13, 2016.
Sandler O’Neill’s opinion is directed to EVBS’s board of directors, addresses only the fairness of the exchange ratio pursuant to the merger agreement from a financial point of view to the holders of EVBS common stock, and does not address any other aspect of the merger. Sandler O’Neill’s opinion does not constitute a recommendation to any EVBS shareholder as to how to vote or act with respect to the merger or any matter considered at the EVBS special meeting.
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The Parties to the Merger (pages 107 and 108)
Southern National Bancorp of Virginia, Inc.
Southern National Bancorp of Virginia, Inc. is the bank holding company for Sonabank, a Virginia state chartered bank which commenced operations on April 14, 2005. Sonabank provides a range of financial services to individuals and small and medium sized businesses. Sonabank has fifteen branches in Virginia, located in Fairfax County (Reston, McLean and Fairfax), in Charlottesville, Warrenton (2), Middleburg, Leesburg (2), South Riding, Front Royal, New Market, Haymarket, Richmond and Clifton Forge, and nine branches in Maryland, in Rockville, Shady Grove, Germantown, Frederick, Bethesda, Upper Marlboro, Brandywine, Owings and Huntingtown.
While SONA offers a wide range of commercial banking services, it focuses on making loans secured primarily by commercial real estate and other types of secured and unsecured commercial loans to small and medium-sized businesses in a number of industries, as well as loans to individuals for a variety of purposes. SONA is a leading Small Business Administration (SBA) lender among Virginia community banks and also invests in real estate-related securities, including collateralized mortgage obligations and agency mortgage backed securities. SONA’s principal sources of funds for loans and investing in securities are deposits and, to a lesser extent, borrowings. SONA offers a broad range of deposit products, including checking (NOW), savings, money market accounts and certificates of deposit. SONA actively pursues business relationships by utilizing the business contacts of its senior management, other bank officers and its directors, thereby capitalizing on its knowledge of our local market areas.
SONA had, on a consolidated basis, total assets of  $1.2 billion, total loans, net of deferred fees, of $974.2 million, total deposits of  $857.5 million and stockholders’ equity of  $128.3 million at March 31, 2017.
The principal executive offices of SONA are located at 6830 Old Dominion Drive, McLean, Virginia 22101, and its telephone number is (703) 893-7400.
Eastern Virginia Bankshares, Inc.
Eastern Virginia Bankshares, Inc. is the bank holding company for EVB, a Virginia state chartered bank. EVB is a community bank targeting small to medium-sized businesses and consumers in its traditional coastal plain markets and the emerging suburbs outside of the Richmond, Tidewater, and southern Virginia areas. EVB operates twenty-four full service branches, two drive-in facilities and one loan production office located in the following cities and counties in eastern Virginia: Chesterfield, Colonial Heights, Essex, Gloucester, Hampton, Hanover, Henrico, King William, Lancaster, Middlesex, Newport News, New Kent, Northumberland, Southampton, Surry, Sussex and Williamsburg.
EVBS provides a broad range of personal and commercial banking services including commercial, consumer and real estate loans. EVBS complements its lending operations with an array of retail and commercial deposit products and fee-based services. EVBS’s services are delivered locally by well-trained and experienced bankers, empowered to make decisions at the local level, so they can provide timely lending decisions and respond promptly to customer inquiries. Having been in many of its markets for over 100 years, EVBS has established relationships with and an understanding of its customers.
EVBS had total assets of approximately $1.4 billion, total loans of approximately $1.1 billion, total deposits of approximately $1.1 billion and shareholders’ equity of approximately $132.9 million at March 31, 2017.
The principal executive offices of EVBS are located at 10900 Nuckols Road, Suite 325, Glen Allen, Virginia 23060, and its telephone number is (804) 443-8400.
Regulatory Approvals (page 85)
SONA and EVBS cannot complete the merger without prior approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Virginia State Corporation Commission (the “Virginia SCC”). As of the date of this joint proxy statement/prospectus, we have received the approval of both the Federal Reserve and the Virginia SCC.
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Conditions to Completion of the Merger (page 93)
SONA’s and EVBS’s respective obligations to complete the merger are subject to the fulfillment or waiver of certain conditions, including the following:

approval of the SONA merger proposal by SONA shareholders and the approval of the EVBS merger proposal by EVBS shareholders;

approval of the merger by the necessary federal and state regulatory authorities (which we have received as of the date of this joint proxy statement/prospectus);

the effectiveness of SONA’s registration statement on Form S-4, of which this joint proxy statement/prospectus is a part;

authorization from the NASDAQ Stock Market for the listing on the NASDAQ Global Market of the shares of common stock of SONA to be issued in the merger;

the absence of any order, decree or injunction of any court or governmental authority that enjoins or prohibits the completion of the merger;

the effectiveness of employment agreements with respect to the employment following the merger of Ms. Derrico and Messrs. Shearin, Sothen, Porter and Baker;

the accuracy of the other party’s representations and warranties in the merger agreement, subject to the material adverse effect standard in the merger agreement (subject to certain limited exceptions);

the other party’s performance in all material respects of its obligations under the merger agreement, and EVBS’s performance in all respects of its obligations related to employee benefit plans under the merger agreement;

the receipt by SONA of certain general releases of claims from Messrs. Porter and Baker and Ms. Derrico; and

the receipt by each party from its outside legal counsel of a written tax opinion to the effect that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code.
Where the merger agreement and/or law permits, SONA and EVBS could choose to waive a condition to its obligation to complete the merger even if that condition has not been satisfied. We cannot be certain when, or if, the conditions to the merger will be satisfied or waived or that the merger will be completed.
Timing of the Merger (page 87)
SONA and EVBS expect to complete the merger after all conditions to the merger in the merger agreement are satisfied or waived, including after shareholder approvals are received at the respective special meetings of SONA and EVBS. We currently expect to complete the merger during the second quarter of 2017. However, it is possible that factors outside of either party’s control could require us to complete the merger at a later time or not to complete it at all.
Interests of Certain SONA Directors and Executive Officers in the Merger (page 73)
Some of the directors and executive officers of SONA may have interests in the merger that differ from, or are in addition to, their interests as shareholders of SONA. These interests exist because of, among other things, change in control agreements that provide certain officers with lump sum cash payments following a change in control (defined to include the completion of the merger), certain supplemental executive retirement plans and arrangements to continue as employees and directors of SONA and Sonabank following the merger. These interests include the following:

Cash payments payable to each of Ms. Derrico, Mr. Porter and Mr. Baker upon completion of the merger equal to a multiple (three times for Ms. Derrico, two times for Mr. Porter and 1.5 times for Mr. Baker) of the sum of his or her annual base salary and the bonus paid by SONA for the year
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prior to the year in which termination occurs, with an approximate value to each of Ms. Derrico, Mr. Porter and Mr. Baker of  $2,213,720, $1,001,550 and $335,040, respectively, assuming in each case that the the merger was completed on April 1, 2017.

Accelerated vesting (but not accelerated payment) of the normal retirement benefit under each of Ms. Derrico’s and Mr. Porter’s supplemental executive retirement agreement with SONA, with such accelerated vesting having an approximate value to each of Ms. Derrico and Mr. Porter of $673,420 and $478,875 respectively, assuming in both cases the merger was completed on April 1, 2017.

A new employment agreement between SONA, Sonabank and Ms. Derrico pursuant to which Ms. Derrico will serve as Executive Chairman of SONA’s and Sonabank’s board of directors and as Executive Chairman of SONA and Sonabank upon completion of the merger and will receive, among other benefits, an annual base salary to be determined by the compensation committee of the Board of Directors of the Continuing Corporation.

A new employment agreement between SONA, Sonabank and Mr. Porter pursuant to which Mr. Porter will serve as Executive Vice Chairman of SONA’s and Sonabank’s boards of directors and as Executive Vice Chairman of SONA and Sonabank upon completion of the merger and will receive, among other benefits, an annual base salary to be determined by the compensation committee of the Board of Directors of the Continuing Corporation.

A new employment agreement between SONA, Sonabank and Mr. Baker pursuant to which Mr. Baker will serve as co-chief credit officer of SONA and Sonabank upon completion of the merger and will receive, among other benefits, an annual base salary to be determined by the compensation committee of the Board of Directors of the Continuing Corporation.
The members of the SONA board of directors knew about these additional interests and considered them when they approved the merger agreement and the merger. See “The Merger — Interests of Certain SONA Directors and Executive Officers in the Merger”, on page 73.
Interests of Certain EVBS Directors and Executive Officers in the Merger (page 75)
Some of the directors and executive officers of EVBS have interests in the merger that differ from, or are in addition to, their interests as shareholders of EVBS. These interests exist because of, among other things, employment agreements that the officers entered into with EVBS, rights that these officers and directors have under EVBS’s benefit plans including equity plans (i.e., the acceleration of vesting of restricted stock awards), the supplemental executive retirement plan and the executive severance plan, arrangements to continue as employees and directors of SONA and Sonabank following the merger (including potential arrangements), and rights to indemnification and directors’ and officers’ liability insurance following the merger. These interests include the following, which have been calculated where applicable using assumptions set forth in “The Merger — Interests of Certain EVBS Directors and Executive Officers in the Merger”, on page 75.

A new employment agreement between SONA, Sonabank and Joe A. Shearin, pursuant to which Mr. Shearin will serve as president and chief executive officer of SONA and Sonabank upon completion of the merger and will receive, among other benefits, an annual base salary to be determined by the compensation committee of the Board of Directors of the Continuing Corporation. In addition, under Mr. Shearin’s new employment agreement with SONA and Sonabank, Mr. Shearin would be entitled to certain change in control benefits if his employment terminates in certain circumstances within one year following the merger, subject to potential reduction under a modified Section 280G cutback provision. Mr. Shearin will not receive any change in control benefits under his existing EVBS employment agreement in connection with the merger, but he will receive accelerated vesting of his restricted stock awards with an approximate value of  $556,094 and accelerated vesting (but not accelerated payment) of the normal retirement benefit under the EVBS supplemental executive retirement plan with an approximate value of $874,005, discounted to present value, assuming in both cases the merger was completed on April 1, 2017.
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A new employment agreement between SONA, Sonabank and J. Adam Sothen, pursuant to which Mr. Sothen will serve as chief financial officer of SONA and Sonabank upon completion of the merger and will receive, among other benefits, an annual base salary to be determined by the compensation committee of the Board of Directors of the Continuing Corporation. Mr. Sothen will not receive any change in control benefits under the EVBS executive severance plan, but he will receive accelerated vesting of his restricted stock awards with an approximate value of $149,776, assuming the merger was completed on April 1, 2017.

The assumption by SONA of the employment agreement between EVBS and James S. Thomas, which provides for certain change in control benefits if his employment terminates in certain circumstances within one year following the merger. The total value of change in control benefits to which Mr. Thomas would be entitled under his employment agreement with EVBS is approximately $473,126, assuming the merger was completed and a qualifying termination of employment occurred on April 1, 2017. In addition, Mr. Thomas will receive accelerated vesting of his restricted stock awards with an approximate value of  $149,776, assuming the merger was completed on April 1, 2017. Such payments and benefits would be reduced to the extent necessary to avoid imposition of an excise tax under Section 280G and Section 4999 of the Code.

The assumption by SONA of the employment agreement between EVBS and Mark C. Hanna, which provides for certain change in control benefits if his employment terminates in certain circumstances within one year following the merger. The total value of change in control benefits to which Mr. Hanna would be entitled under his employment agreement with EVBS is approximately $459,000, assuming the merger was completed and a qualifying termination of employment occurred on April 1, 2017. In addition, Mr. Hanna will receive accelerated vesting of his restricted stock awards with an approximate value of  $45,540 and accelerated vesting (but not accelerated payment) of the normal retirement benefit under the EVBS supplemental executive retirement plan with an approximate value of  $367,015, discounted to present value, assuming in both cases the merger was completed on April 1, 2017.

The assumption by SONA of the EVBS executive severance plan, which provides for certain change in control benefits if a participating executive’s employment terminates in certain circumstances within one year following the merger. The total value of change in control benefits to which Douglas R. Taylor would be entitled under the EVBS executive severance plan is approximately $163,091, assuming the merger was completed and a qualifying termination of employment occurred on April 1, 2017. The total value of change in control benefits to which the three other participating EVBS executive officers would be entitled under the executive severance plan is approximately $498,793 in the aggregate, assuming the merger was completed and a qualifying termination of employment occurred with regard to each of these executive officers on April 1, 2017.

Accelerated vesting of shares of EVBS common stock held by Douglas R. Taylor with an approximate value of  $149,776 and accelerated vesting of shares of EVBS common stock held by three other EVBS executive officers who are not named executive officers, with an approximate value of  $320,804 in the aggregate, assuming in both cases the merger was completed on April 1, 2017.

The appointment, as provided under the terms of the merger agreement, of five current directors of EVBS (Joe A. Shearin, John F. Biagas, W. Rand Cook, F.L. Garrett, III and Eric A. Johnson) to become directors of SONA and Sonabank following the merger and one observer (J. Mikesell Thomas) to SONA’s and Sonabank’s board of directors following the merger. Non-employee members of the board of directors of SONA currently receive an annual retainer of  $25,000 each and the chairman of each board committee currently receives an annual retainer of  $27,000, in each case payable quarterly, and also participate in a stock matching program pursuant to which SONA funds the purchase of additional shares of SONA common stock on behalf of a director in an amount equal to 66% of the shares of SONA common stock otherwise purchased by the director, up to an annual value of  $10,000 per director.
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SONA has agreed to indemnify any officer or director of EVBS who has rights to indemnification from EVBS or any of its subsidiaries to the same extent and on the same conditions as such person was entitled to indemnification pursuant to applicable law and EVBS’s or its subsidiaries’ organizational documents after the effective date of the merger. SONA has also agreed to purchase a six year “tail” prepaid policy, on the same terms as EVBS’s existing directors’ and officers’ liability insurance, for the current officers and directors of EVBS, subject to a cap on the cost of such policy equal to 300% of EVBS’s last annual premium paid.
The members of the EVBS board of directors knew about these additional interests and considered them when they approved the merger agreement and the merger. See “The Merger — Interests of Certain EVBS Directors and Executive Officers in the Merger”, on page 75.
No Solicitation (page 96)
SONA and EVBS have agreed that each party will not directly or indirectly:

initiate, solicit, endorse or encourage or facilitate any inquiries, proposals or offers with respect to or any inquiry, proposal or offer that is reasonably likely to lead to any “acquisition proposal” (as defined in the merger agreement); or

furnish any confidential or nonpublic information relating to an acquisition proposal; or

engage or participate in any negotiations or discussions concerning an acquisition proposal.
The merger agreement does not, however, prohibit SONA or EVBS from considering an unsolicited bona fide acquisition proposal from a third party if certain specified conditions are met.
Termination of the Merger Agreement (page 97)
The merger agreement may be terminated, and the merger abandoned, by SONA and EVBS at any time before the merger is completed by the mutual consent in writing of SONA and EVBS. In addition, the merger agreement may be terminated, and the merger abandoned, under the following circumstances:

by either SONA or EVBS, evidenced by written notice, if the merger has not been completed by November 30, 2017, unless the failure to complete the merger by such time was caused by a failure to perform an obligation under the merger agreement by the terminating party and such failure to perform constitutes a breach of the merger agreement;

by either SONA or EVBS if any required regulatory approval has been denied by the relevant governmental authority and such denial has become final and nonappealable or any governmental authority of competent jurisdiction has issued an injunction permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated in the merger agreement;

by either SONA or EVBS if there is any breach or inaccuracy by the other party of any representation or warranty contained in the merger agreement which breach is not cured within 30 days following written notice to the breaching party or by its nature cannot be cured within such time period and which breach or inaccuracy would provide the terminating party the ability to refuse to consummate the merger as a result of such breach or inaccuracy, provided that the terminating party is not then in breach of any representation or warranty or covenant or agreement in the merger agreement;

by either SONA or EVBS if there is a material breach by the other party of any covenant or agreement contained in the merger agreement which material breach is not cured within 30 days following written notice to the breaching party or by its nature cannot be cured within such time period, provided that the terminating party is not then in breach of any representation or warranty or covenant or agreement in the merger agreement;

by SONA at any time before the holders of EVBS common stock approve the merger agreement and the merger if  (i) EVBS fails to recommend to the EVBS shareholders that they approve the EVBS merger proposal; (ii) EVBS’s board of directors withholds, withdraws or modifies in any manner adverse to SONA, or proposes publicly to withhold, withdraw or modify in any manner
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adverse to SONA, the approval, recommendation or declaration of advisability with respect to the EVBS merger proposal or any the transactions contemplated by the merger agreement; or (iii) EVBS fails to comply in all material respects with its obligations in the merger agreement requiring the calling and holding of a meeting of shareholders to consider the EVBS merger proposal or its obligations regarding the non-solicitation of other competing offers;

by either SONA or EVBS if EVBS common shareholders do not approve the EVBS merger proposal at the EVBS special meeting;

by EVBS at any time before the holders of SONA common stock approve the SONA merger proposal if  (i) SONA fails to recommend to the SONA shareholders that they approve the SONA merger proposal; (ii) SONA’s board of directors withholds, withdraws or modifies in any manner adverse to EVBS, or proposes publicly to withhold, withdraw or modify in any manner adverse to EVBS, the approval, recommendation or declaration of advisability with respect to the SONA merger proposal or any the transactions contemplated by the merger agreement; or (iii) SONA fails to comply in all material respects with its obligations in the merger agreement requiring the calling and holding of a meeting of shareholders to consider the SONA merger proposal or its obligations regarding the non-solicitation of other competing offers;

by either EVBS or SONA if SONA shareholders do not approve the SONA merger proposal at the SONA special meeting;

by SONA if the board of directors of SONA determines to enter into of a definitive agreement to accept a “superior proposal” (as defined in the merger agreement), provided that SONA pays to EVBS the termination fee described below; or

by EVBS if the board of directors of EVBS determines to enter into of a definitive agreement to accept a superior proposal, provided EVBS pays to SONA the termination fee described below.
Termination Fee and Expenses (page 98)
SONA or EVBS must pay the other a termination fee of  $7.5 million if the merger agreement is terminated by either party under certain specified circumstances. The termination and payment circumstances are more fully described elsewhere in this joint proxy statement/prospectus. See “The Merger Agreement — Termination Fee” on page 98 and in Article 7 of the merger agreement.
In general, whether or not the merger is completed, SONA and EVBS will each pay its respective costs and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement. The parties will share the costs of printing this joint proxy statement/prospectus and all filing fees paid to the SEC and other governmental authorities.
The SONA Special Meeting (page 35)
The SONA special meeting will be held on Wednesday, June 21, 2017 at 3:00 p.m. local time, at International Country Club, located at 13200 Lee Jackson Highway, Fairfax, Virginia 22033.
At the special meeting, the shareholders of SONA will be asked to vote on the following matters:

the SONA merger proposal;

the SONA compensation proposal; and

the SONA adjournment proposal.
The EVBS Special Meeting (page 41)
The EVBS special meeting will be held on Wednesday, June 21, 2017 at 3:00 p.m. local time, at International Country Club, located at 13200 Lee Jackson Highway, Fairfax, Virginia 22033.
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At the special meeting, the common shareholders of EVBS will be asked to vote on the following matters:

the EVBS merger proposal;

the EVBS compensation proposal; and

the EVBS adjournment proposal.
Record Date and Votes Required — SONA Special Meeting (page 35)
You can vote at the SONA special meeting of shareholders if you owned SONA common stock at the close of business on April 24, 2017. On that date, SONA had 12,330,043 shares of common stock outstanding and entitled to vote. For each proposal presented at the SONA special meeting, a shareholder can cast one vote for each share of SONA common stock owned on the record date.
The votes required to approve the proposals at the SONA special meeting are as follows:

The SONA merger proposal requires the affirmative vote of more than two thirds of the outstanding shares of SONA common stock present and entitled to vote on the proposal.

Approval of the SONA compensation proposal, to be obtained on an advisory basis only, requires the affirmative vote of at least a majority of the shares of SONA common stock voted on the proposal.

The SONA adjournment proposal requires the affirmative vote of a majority of the shares of SONA common stock voted on the proposal, whether or not a quorum is present.
Record Date and Votes Required — EVBS Special Meeting (page 41)
You can vote at the EVBS special meeting of common shareholders if you owned EVBS common stock at the close of business on April 24, 2017. On that date, EVBS had 13,117,393 shares of common stock outstanding and entitled to vote. For each proposal presented at the EVBS special meeting, a shareholder can cast one vote for each share of EVBS common stock owned on the record date.
The votes required to approve the proposals at the EVBS special meeting are as follows:

The EVBS merger proposal requires the affirmative vote of a majority of the outstanding shares of EVBS common stock present and entitled to vote on the proposal.

Approval of the EVBS compensation proposal, to be obtained on an advisory basis only, requires the affirmative vote of at least a majority of the shares of EVBS common stock voted on the proposal.

The EVBS adjournment proposal requires the affirmative vote of a majority of the shares of EVBS common stock voted on the proposal, whether or not a quorum is present.
Affiliate Agreements and Voting by SONA and EVBS Directors and Executive Officers (page 100)
Each of SONA’s directors and executive officers has agreed, subject to several conditions and exceptions, to vote all shares of SONA common stock over which he or she has sole voting and investment power (except, with respect to Ms. Derrico and Mr. Porter only, shares jointly owned by them and over which they have shared voting and investment power) in favor of the SONA merger proposal. As of April 24, 2017, the record date for the SONA special meeting, directors and executive officers of SONA and their affiliates owned and are entitled to vote 1,252,304 shares of SONA common stock, or approximately 10.2% of the total voting power of the shares of SONA common stock outstanding on that date, of which 1,149,738 shares or 9.3% of the total voting power of the shares of SONA common stock outstanding on that date are subject to an affiliate agreement.
Each of EVBS’s directors and executive officers has agreed, subject to several conditions and exceptions, to vote all of his or her shares of EVBS common stock over which he or she has sole voting and investment power in favor of the EVBS merger proposal. As of April 24, 2017, the record date for the
14

EVBS special meeting, directors and executive officers of EVBS and their affiliates owned and are entitled to vote 580,659 shares of EVBS common stock, or approximately 4.43% of the total voting power of the shares of EVBS common stock outstanding on that date, of which 538,935 shares or 4.11% of the total voting power of the shares of EVBS common stock outstanding on that date are subject to an affiliate agreement.
Voting Agreement and Election of Consideration by Certain Shareholders of EVBS (page 100)
Castle Creek Capital Partners IV LP (“Castle Creek”) and GCP III EVB LLC (“GCP”) entered into a voting agreement and election of consideration (the “Voting Agreements”) with SONA and EVBS pursuant to which such shareholders agreed to vote all shares of EVBS common stock and EVBS preferred stock beneficially owned by them in favor of the EVBS merger proposal. Also pursuant to the Voting Agreements, the shareholders have agreed to elect to receive shares of SONA common stock for the shares of EVBS preferred stock held by the shareholders. As of April 24, 2017, the record date for the EVBS special meeting, Castle Creek and GCP are collectively entitled to vote 2,183,981 shares of EVBS common stock and 5,240,192 shares of EVBS preferred stock, or approximately 16.6% and 100.0% of the total voting power of the shares of EVBS common stock and EVBS preferred stock outstanding on that date, respectively, and all such shares of EVBS common stock and EVBS preferred stock are subject to the Voting Agreements.
Castle Creek and GCP, in their capacities as holders of EVBS preferred stock, have consented to the merger and are thereby precluded from asserting any appraisal or dissenters’ rights under Virginia law in connection with the merger.
For additional discussion of the voting and election agreement, see “The Merger Agreement — The Voting Agreement and Election of Consideration” on page 100.
No Appraisal or Dissenters’ Rights (page 85)
Under Virginia law, the common shareholders of SONA and EVBS are not entitled to appraisal or dissenters’ rights in connection with the merger.
Shareholders of SONA and EVBS Have Different Rights (page 85)
SONA and EVBS are Virginia corporations governed by the Virginia Stock Corporation Act (the “Virginia SCA”). In addition, the rights of SONA and EVBS shareholders are governed by their respective articles of incorporation and bylaws. Upon completion of the merger, EVBS shareholders will become shareholders of SONA, and as such their shareholder rights will then be governed by SONA’s articles of incorporation and amended and restated bylaws, which we refer to as SONA’s bylaws, and by the Virginia SCA. The rights of shareholders of SONA differ in certain respects from the rights of shareholders of EVBS.
The Merger Will Be Accounted for Under the Acquisition Method of Accounting (page 86)
SONA will use the acquisition method of accounting to account for the merger.
Listing of SONA Common Stock (page 93)
SONA will list the shares of common stock to be issued in the merger on the NASDAQ Global Market.
Market Prices and Share Information (page 105)
SONA’s common stock is listed on the NASDAQ Global Market under the symbol “SONA” and EVBS’s common stock is listed on the NASDAQ Global Select Market under the symbol “EVBS.” The following table sets forth the closing sale prices per share of SONA common stock as reported on the NASDAQ Global Market and of EVBS common stock on the NASDAQ Global Select Market on December 12, 2016, the last trading day before we announced the signing of the merger agreement, and on May 10, 2017, the last trading day before the date of this joint proxy statement/prospectus.
15

SONA
Common
Stock
EVBS
Common
Stock
Implied Value of
One Share of
EVBS
Common and
Preferred Stock
December 12, 2016
$ 15.61 $ 9.59 $ 9.85
May 10, 2017
$ 17.47 $ 11.07 $ 11.03
SONA cannot assure EVBS shareholders that its stock price will continue to trade at or above, as applicable, the prices shown in the table above. You should obtain current stock price quotations for SONA common stock and EVBS common stock from a newspaper, via the Internet or by calling your broker.
Risk Factors (page 26)
You should consider all the information contained in or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote for the proposals presented in the joint proxy statement/​prospectus. In particular, you should consider the factors under “Risk Factors.”
16

SELECTED HISTORICAL FINANCIAL DATA OF SONA
The following table sets forth certain of SONA’s consolidated financial data as of the end of and for each of the years in the five-year period ended December 31, 2016 and as of and for the three months ended March 31, 2017 and 2016. The historical consolidated financial information as of the end of and for each of the years in the five-year period ended December 31, 2016, is derived from SONA’s audited consolidated financial statements. The consolidated financial information as of and for the three month periods ended March 31, 2017 and 2016 is derived from SONA’s unaudited consolidated financial statements. In SONA’s opinion, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations for such periods. Interim results for the three months ended March 31, 2017 are not necessarily indicative of, and are not projections for, the results to be expected for the full year ending December 31, 2017.
The selected historical financial data below is only a summary and should be read in conjunction with the consolidated financial statements that are incorporated by reference into this joint proxy statement/prospectus and their accompanying notes.
Southern National Bancorp of Virginia, Inc.
March 31,
2017
March 31,
2016
2016
2015
2014
2013
2012
(in thousands, except per share amounts)
Results of Operations:
Interest income
$ 12,545 $ 11,673 $ 48,947 $ 43,701 $ 38,091 $ 35,116 $ 37,561
Interest expense
2,654 1,962 8,633 7,077 4,673 4,668 5,828
Net interest income
9,891 9,711 40,314 36,624 33,418 30,448 31,733
Provision for loan losses
550 625 4,912 3,171 3,444 3,615 6,195
Net interest income after provision for loan losses
9,341 9,086 35,402 33,453 29,974 26,833 25,538
Noninterest income
(67) 501 2,820 3,781 2,364 1,753 5,595
Noninterest expenses
6,053 6,033 22,815 23,278 21,101 19,292 21,449
Income before income taxes
3,221 3,554 15,407 13,956 11,237 9,294 9,684
Income tax expense
1,167 989 5,095 4,667 3,754 3,036 3,115
Net income
$ 2,054 $ 2,565 $ 10,312 $ 9,289 $ 7,483 $ 6,258 $ 6,569
Per Share Data:
Earnings per share – Basic
$ 0.17 $ 0.21 $ 0.84 $ 0.76 $ 0.63 $ 0.54 $ 0.57
Earnings per share – Diluted
$ 0.16 $ 0.21 $ 0.83 $ 0.75 $ 0.63 $ 0.54 $ 0.57
Cash dividends paid per share
$ 0.08 $ 0.08 $ 0.32 $ 0.52 $ 0.60 $ 0.25 $ 0.25
Book value per share
$ 10.40 $ 9.89 $ 10.30 $ 9.78 $ 9.33 $ 9.20 $ 8.90
Tangible book value per share(1)
$ 9.48 $ 8.95 $ 9.37 $ 8.83 $ 8.36 $ 8.34 $ 8.00
Dividend payout ratio
47.06% 38.10% 38.10% 68.42% 95.24% 46.30% 43.86%
Weighted average shares outstanding – Basic
12,307,423 12,237,058 12,251,804 12,224,494 11,846,126 11,590,333 11,590,212
Weighted average shares outstanding – Diluted
12,611,090 12,402,299 12,426,783 12,330,431 11,927,083 11,627,445 11,596,176
Shares outstanding at end of period
12,330,043 12,244,943 12,263,643 12,234,443 12,216,669 11,590,612 11,590,212
Selected Performance Ratios and Other Data:
Return on average assets
0.73% 1.00% 0.95% 0.95% 0.94% 0.89% 0.97%
Return on average equity
6.57% 8.56% 8.37% 7.87% 6.76% 5.95% 6.40%
Yield on earning assets
4.76% 4.88% 4.86% 4.85% 5.24% 5.48% 6.15%
Cost of funds
1.18% 0.95% 1.00% 0.91% 0.75% 0.85% 1.11%
Net interest margin
3.75% 4.06% 4.00% 4.07% 4.60% 4.75% 5.19%
Efficiency ratio(2)
57.79% 57.94% 52.53% 57.64% 60.45% 60.78% 56.25%
Net charge-offs to average loans
0.05% 0.04% 0.53% 0.28% 0.51% 0.69% 1.04%
Allowance for loan losses to total non-covered loans 
0.91% 1.04% 0.95% 1.06% 1.11% 1.42% 1.54%
Stockholders’ equity to total assets
10.90% 11.17% 11.06% 11.55% 12.43% 14.89% 14.25%
Financial Condition:
Total assets
$ 1,177,333 $ 1,084,270 $ 1,142,443 $ 1,036,107 $ 916,645 $ 716,185 $ 723,812
Total loans, net of deferred fees
974,222 870,639 930,415 829,425 703,472 546,058 530,151
Total deposits
896,217 857,538 912,982 825,294 742,425 540,359 550,977
Stockholders’ equity
128,288 121,156 126,344 119,636 113,979 106,614 103,176
(1)
Tangible book value per share is calculated by dividing stockholders’ equity less intangible assets by the number of outstanding shares of common stock.
(2)
Efficiency ratio is calculated by dividing noninterest expense by the sum of net interest income plus noninterest income, excluding any gains/losses on sales of securities, gains/write-downs on OREO, gains on acquisitions and gains on sale of loans.
17

SELECTED HISTORICAL FINANCIAL DATA OF EVBS
The following table sets forth certain of EVBS’s consolidated financial data as of the end of and for each of the years in the five-year period ended December 31, 2016 and as of and for the three months ended March 31, 2017 and 2016. The historical consolidated financial information as of the end of and for each of the years in the five-year period ended December 31, 2016, is derived from EVBS’s audited consolidated financial statements. The consolidated financial information as of and for the three month periods ended March 31, 2017 and 2016 is derived from EVBS’s unaudited consolidated financial statements. In EVBS’s opinion, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations for such periods. Interim results for the three months ended March 31, 2017 are not necessarily indicative of, and are not projections for, the results to be expected for the full year ending December 31, 2017.
The selected historical financial data below is only a summary and should be read in conjunction with the consolidated financial statements that are incorporated by reference into this joint proxy statement/​prospectus and their accompanying notes.
18

Eastern Virginia Bankshares, Inc.
Three Months Ended
March 31,
(Unaudited)
Year Ended December 31,
2017
2016
2016
2015
2014
2013
2012
(Amounts in thousands, except for share and per share amounts)
Results of Operations
Interest and dividend income
$ 14,013 $ 12,654 $ 51,462 $ 47,964 $ 41,918 $ 42,024 $ 45,071
Interest expense
2,067 1,639 6,662 5,589 4,428 8,045 11,568
Net interest income
11,946 11,015 44,800 42,375 37,490 33,979 33,503
Provision for loan losses
17 17 250 1,850 5,658
Net interest income after provision for loan
losses
11,946 10,998 44,783 42,375 37,240 32,129 27,845
Noninterest income
1,562 1,551 6,796 6,453 6,675 7,748 9,898
Noninterest expense
10,829 9,419 40,410 39,040 35,804 44,901 33,346
Income (loss) before income taxes
2,679 3,130 11,169 9,788 8,111 (5,024) 4,397
Income tax expense (benefit)
899 903 3,410 2,494 2,447 (2,392) 945
Net income (loss)
1,780 2,227 7,759 7,294 5,664 (2,632) 3,452
Effective dividend on preferred stock
386 1,948 1,504 1,500
Net income (loss) available to common
shareholders 
$ 1,780 $ 2,227 $ 7,759 $ 6,908 $ 3,716 $ (4,136) $ 1,952
Financial Condition
Assets
$ 1,446,601 $ 1,286,185 $ 1,398,593 $ 1,270,384 $ 1,181,972 $ 1,027,074 $ 1,075,553
Loans, net of unearned income
1,071,456 908,950 1,033,231 880,778 820,569 657,197 684,668
Investment securities
266,380 275,013 259,145 269,600 253,707 275,979 286,164
Deposits
1,146,655 998,880 1,051,361 988,719 939,254 834,462 838,373
Shareholders’ equity
132,943 130,514 131,200 126,275 134,274 132,949 99,711
Ratios
Return on average assets(1)
0.51% 0.70% 0.60% 0.57% 0.35% -0.39% 0.18%
Return on average common shareholders’ equity(1) 
6.52% 8.34% 7.00% 6.76% 3.96% -4.98% 2.66%
Efficiency ratio(2)
78.08% 74.99% 78.71% 78.93% 80.99% 79.46% 79.09%
Common equity to total assets
7.70% 8.47% 7.84% 8.24% 8.35% 8.51% 7.04%
Tangible common equity / tangible assets
6.57% 7.19% 6.66% 6.94% 6.93% 7.06% 5.63%
Asset Quality:
Allowance for loan losses (ALL)
$ 10,952 $ 10,936 $ 11,270 $ 11,327 $ 13,021 $ 14,767 $ 20,338
Nonaccrual loans
$ 5,606 $ 6,616 $ 5,181 $ 6,175 $ 6,622 $ 11,018 $ 11,874
Loans past due 90 days and accruing interest
$ 1,272 $ 1,127 $ 1,341 $ 1,117 $ 53 $ $
Other real estate owned
$ 1,631 $ 898 $ 2,656 $ 520 $ 1,838 $ 800 $ 4,747
ALL to total outstanding loans
1.02% 1.20% 1.09% 1.29% 1.59% 2.25% 2.97%
ALL to nonaccrual loans
195.37% 165.31% 217.53% 183.43% 196.63% 134.03% 171.29%
NPAs to total outstanding loans and other real estate owned(3)
0.79% 0.95% 0.89% 0.89% 1.04% 1.80% 2.41%
Net charge-offs to average outstanding loans(1)
0.12% 0.18% 0.01% 0.20% 0.28% 1.11% 1.32%
Per Share Data:
Basic and diluted net income (loss) per common share 
$ 0.10 $ 0.12 $ 0.42 $ 0.38 $ 0.22 $ (0.45) $ 0.32
Cash dividends paid per common share
$ 0.03 $ 0.02 $ 0.09 $ 0.06 $ $ $
Market value per share
$ 10.48 $ 6.69 $ 10.45 $ 7.18 $ 6.47 $ 7.00 $ 5.40
Book value per common share
$ 8.59 $ 8.44 $ 8.47 $ 8.11 $ 7.67 $ 7.41 $ 12.56
Price to earnings ratio, diluted(4)
26.20 15.93 24.88 18.89 29.41 -15.56 16.88
Price to book value ratio
122.00% 79.27% 123.38% 88.53% 84.35% 94.47% 42.99%
Dividend payout ratio
30.94% 16.41% 21.26% 15.86% n/a n/a n/a
Average common shares outstanding, basic
13,116,554 13,035,249 13,089,192 13,017,175 12,014,862 9,204,847 6,050,969
Average common shares outstanding, diluted
18,356,746 18,275,441 18,329,384 18,257,367 17,255,054 9,204,847 6,050,969
(1)
Ratios for the three months ended March 31, 2017 and 2016 are presented on an annualized basis.
(2)
The efficiency ratio is computed by dividing noninterest expense by the sum of net interest income on a tax equivalent basis and noninterest income, net of gains or losses.
(3)
NPAs consist of nonaccrual loans, loans past due 90 days and accruing interest and other real estate owned.
(4)
For the year to date period ending March 31, 2017, the calculation is based on diluted earnings per share for the three months ended March 31, 2017 plus diluted earnings per share for the second, third and fourth quarters of 2016. For the year to date period ending March 31, 2016, the calculation is based on diluted earnings per share for the three months ended March 31, 2016 plus diluted earnings per share for the second, third and fourth quarters of 2015.
19

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial statements are based on the separate historical financial statements of SONA and EVBS after giving effect to the merger and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined balance sheet is presented as if the merger between SONA and EVBS had occurred on March 31, 2017, and the unaudited pro forma condensed combined income statements for the three month period ended March 31, 2017 and the year ended December 31, 2016 are presented as if the merger between SONA and EVBS had occurred on January 1, 2016. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger.
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States. SONA is the acquirer for accounting purposes. SONA has not had sufficient time to completely evaluate the significant identifiable long-lived tangible and identifiable intangible assets of EVBS. Accordingly, the unaudited pro forma adjustments, including the allocations of the purchase price, are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information.
A final determination of the acquisition consideration and fair values of EVBS assets and liabilities, which cannot be made prior to the completion of the merger, will be based on the actual net tangible and intangible assets of EVBS that exist as of the date of completion of the transaction. Consequently, amounts preliminarily allocated to goodwill and identifiable intangibles could change significantly from those allocations used in the unaudited pro forma condensed combined financial statements presented below and could result in a material change in amortization of acquired intangible assets.
In connection with the plan to integrate the operations of SONA and EVBS following the completion of the merger, SONA and EVBS anticipate that nonrecurring charges, such as costs associated with system implementation, severance, and other costs related to exit or disposal activities will be incurred. Direct transaction-related expenses estimated at $16 million for the two companies are included in the unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined financial statements are provided for informational purposes only. The unaudited pro forma condensed combined financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma condensed combined financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma condensed combined financial statements should be read together with:

The accompanying notes to the unaudited pro forma condensed combined financial statements;

SONA’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2016, included in SONA’s Form 10-K for the year ended December 31, 2016;

EVBS’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2016, included in EVBS’s Form 10-K for the year ended December 31, 2016; and

Other information pertaining to SONA and EVBS contained in or, with respect to SONA and EVBS, incorporated by reference into this joint proxy statement/prospectus. See “Selected Consolidated Historical Financial Data of SONA” and “Selected Consolidated Historical Financial Data of EVBS” included elsewhere in this joint proxy statement/prospectus.
The unaudited pro forma condensed combined balance sheet as of March 31, 2017 presents the consolidated financial position giving pro forma effect to the following transactions as if they had occurred as of March 31, 2017:

EVBS’s preferred shares of 5,240,192 convert to 5,240,192 common shares at the same par value.

EVBS shares receive a fixed exchange ratio equal to 0.6313 shares of SONA common stock.

$16 million in total transaction related costs.
20

Consolidated Pro Forma Balance Sheet
(dollars in 000s)
3/31/2017
SONA
3/31/2017
EVBS
Pro Forma
Adjustments
3/31/2017
Combined
Entity
(as reported)
(as reported)
(Pro Forma)
ASSETS
Cash and cash equivalents:
Cash and due from financial institutions
$ 3,901 $ 4,797 $ $ 8,698
Interest-bearing deposits in other financial institutions
31,518 16,648 (14,153)(a) 34,013
Federal funds sold
924 924
Total cash and cash equivalents
35,419 22,369 (14,153) 43,635
Securities available for sale, at fair value
4,238 230,593 234,831
Securities held to maturity, at amortized cost
89,003 26,230 860(b) 116,093
Restricted securities, at cost
8,917 9,557 18,474
Loans (net of deferred fees)
974,222 1,071,456 (23,004)(c) 2,022,674
Loan loss allowance
(8,678) (10,952) 10,952(d) (8,678)
Net loans
965,544 1,060,504 (12,052) 2,013,996
Equity investment in mortgage affiliate
4,150 587 4,737
Preferred investment in mortgage affiliate
2,555 750 3,305
Bank premises and equipment, net
8,083 23,965 (n) 32,048
Goodwill
10,514 17,081 75,420(e) 103,015
Core deposit intangibles, net
825 477 8,389(f) 9,691
FDIC indemnification asset
1,920 1,920
Bank-owned life insurance
23,989 25,885 49,874
Other real estate owned
8,265 1,631 (460)(g) 9,436
Deferred tax assets, net
6,669 11,275 73(h) 18,017
Other assets
7,242 15,697 22,939
Total assets
$ 1,177,333 $ 1,446,601 $ 58,077 $ 2,682,011
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Noninterest-bearing demand deposits
$ 101,674 $ 225,976 $ $ 327,650
Interest-bearing deposits:
NOW accounts
26,287 308,479 334,766
Cash management accounts
10,252 10,252
Money market accounts
127,052 237,453 364,505
Savings accounts
53,949 110,429 164,378
Time deposits
577,003 264,318 (o) 841,321
Total interest-bearing deposits
794,543 920,679 1,715,222
Total deposits
896,217 1,146,655 2,042,872
Federal funds purchased and repurchase agreements
5,460 5,460
Federal Home Loan Bank advances
116,000 123,890 239,890
Junior and senior subordinated debt
26,075 29,461 (2,578)(i) 52,958
Other liabilities
10,753 8,192 (3,467)(j) 15,478
Total liabilities
1,049,045 1,313,658 (6,045) 2,356,658
Stockholders’ equity:
Preferred stock
10,480 (10,480)(k)
Common stock
123 25,919 (25,803)(k),(l) 239
Additional paid-in capital
105,544 49,336 147,613(k),(l),(m),(a) 302,493
Retained earnings
23,195 52,281 (52,281)(k) 23,195
Accumulated other comprehensive loss, net
(574) (5,073) 5,073(k) (574)
Total stockholders’ equity
128,288 132,943 64,122 325,353
Total liabilities and stockholders’ equity
$ 1,177,333 $ 1,446,601 $ 58,077 $ 2,682,011
21

Footnotes for Assumptions:
Fair Value and Transaction Adjustments:
(a)
Transaction costs:   There are certain transaction costs expected to be paid at closing which include change in control payments, costs related to the termination of the pension plan at EVBS, investment banking fees, retention bonuses, legal, and accounting expenses.
(b)
Fair value adjustment to held-to-maturity securities.
(c)
Fair value adjustment estimates on the loan portfolio.
(d)
Reversal of EVBS’s allowance for loan and lease losses in accordance with purchase accounting rules.
(e)
Fair value adjustment: Reversal of EVBS’s outstanding goodwill of  $17,081, plus estimated goodwill of $92,501 created from this business combination.
(f)
Fair value adjustment: Reversal of EVBS’s core deposit intangible asset of  $477, plus estimated core deposit intangible created of  $8,866.
(g)
Fair value adjustment on EVBS other real estate owned of  $460.
(h)
Fair value adjustment on purchase accounting adjustments at a 35% tax rate.
(i)
Fair value adjustment to junior subordinated debt issued based on analysis of current market yields.
(j)
Tax credit created from the deductible transaction costs noted in footnote a. Assumes a tax rate of 35%.
(k)
Elimination of EVBS’s stockholders’ equity representing conversion of all of EVBS’s common and convertible preferred shares into SONA’s common shares.
(l)
Recognition of the equity portion of the merger consideration. The adjustment to common stock represents the $0.01 par value of SONA’s common stock issued to effect the transaction.
(m)
Recognition of  $14,153 of transaction costs, net of tax on 70% of the cost. Assumes a tax rate of 35%.
(n)
A fair value adjustment is not made as the amount was not expected to be material and appraisals have been ordered.
(o)
No fair value adjustment has been recorded due to the short-term maturity structure of the EVBS time deposits.
22

Consolidated Pro Forma Statement of Income
(dollars in 000s)
3/31/2017
SONA
3/31/2017
EVBS
Pro Forma
Adjustments
3/31/2017
Combined
Entity
12/31/2016
SONA
12/31/2016
EVBS
Pro Forma
Adjustments
12/31/2016
Combined
Entity
(as reported)
(as reported)
(Pro Forma)
(as reported)
(as reported)
(Pro Forma)
Interest and Dividend Income:
Total interest and dividend income
$ 12,545 $ 14,013 $ 265(a) $ 26,823 $ 48,947 $ 51,462 $ 1,061(a) $ 101,470
Total interest expense
2,654 2,067 38(b) 4,759 8,633 6,662 151(b) 15,446
Net interest income
9,891 11,946 228 22,065 40,314 44,800 910 86,024
Less: Provision for Loan Losses
550 550 4,912 17 4,929
Net interest income after provision for loan
losses
9,341 11,946 228 21,515 35,402 44,783 910 81,095
Noninterest Income:
Service charges and fees on deposit accounts
213 1,160 1,373 896 4,665 5,561
Income from bank-owned life insurance
163 150 313 700 635 1,335
Equity (loss) income from mortgage affiliate
(479) (52) (531) 1,109 154 1,263
Net gain on sale of bank premises and equipment 
8 8 14 14
Gain on sale of available-for-sale securities, net
2 2 701 701
Other
36 294 330 115 627 742
Total noninterest income
(67) 1,562 1,495 2,820 6,796 9,616
Noninterest Expenses:
Salaries & benefits
2,898 5,790 8,688 11,675 22,497 34,172
Occupancy and equipment expenses
1,038 1,476 2,514 4,130 5,861 9,991
Amortization of core deposit intangible
49 48 146(c) 243 219 213 585(c) 1,017
Virginia franchise tax expense
111 254 365 387 931 1,318
FDIC assessment
137 198 335 543 707 1,250
Professional services
600 155 755 1,643 727 2,370
Telephone & communication expense
162 263 425 745 846 1,591
Change in FDIC indemnification asset
191 191 793 793
Net loss on other real estate owned
53 264 317 174 35 209
Merger expense
323 478 (801)(d) 429 617 (1,046)(d)
Other operating expense
491 1,903 2,394 2,076 7,976 10,052
Total noninterest expenses
6,053 10,829 (655) 16,227 22,815 40,410 (461) 62,764
Income before income taxes
3,221 2,679 882 6,782 15,407 11,169 1,371 27,947
Income tax expense
1,167 899 309(e) 2,375 5,095 3,410 480(e) 8,985
Net Income
$ 2,054 $ 1,780 $ 573 $ 4,407 $ 10,312 $ 7,759 $ 891 $ 18,962
Footnotes for Assumptions:
(a)
Accretion of loan discounts.
(b)
Amortization of fair value adjustment for the junior subordinated debt.
(c)
Amortization of Core Deposit Intangible.
(d)
Certain expenses were incurred during the quarter ended March 31, 2017 and fiscal year 2016 by both SONA and EVBS which were directly attributable to the upcoming transaction and are considered non-recurring.
(e)
Assumes an effective tax rate of 35%.
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Pro Forma Purchase Price Allocation to the Fair Value of Assets Acquired and Liabilities Assumed
(dollars in 000s, except per share data)
Purchase Price:
EVBS common and preferred shares outstanding March 31, 2017
18,352,585
Price per share, based on 0.6313 exchange ratio and SONA’s closing stock price of  $17.94 as of May 5, 2017
$ 11.32
Total pro forma purchase price
$ 207,751
Fair value of assets acquired:
Cash and cash equivalents
$ 22,369
Investment securities
267,240
Loans
1,048,452
Bank premises and equipment, net
23,965
Core deposit intangibles, net
8,866
Bank-owned life insurance
25,885
Other real estate owned
1,171
Deferred tax assets, net
11,348
Other assets
17,034
Total assets
1,426,330
Fair value of liabilities assumed:
Total deposits
1,146,655
Federal funds purchased and repurchase agreements
5,460
Federal Home Loan Bank advances
123,890
Junior and senior subordinated debt
26,883
Other liabilities
8,192
Total liabilities
1,311,080
Net assets acquired
$ 115,250
Preliminary Pro Forma Goodwill
$ 92,501
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COMPARATIVE HISTORICAL AND PRO FORMA UNAUDITED SHARE DATA
Summarized below is historical unaudited per share information for SONA and EVBS and additional information as if the companies had been combined for the periods shown, which is referred to as “pro forma” information.
The EVBS pro forma equivalent per share amounts are calculated by multiplying the SONA pro forma combined book value per share and net income per share by the exchange ratio of 0.6313 so that the per share amounts equate to the respective values for one share of EVBS common stock.
It is expected that both SONA and EVBS will incur merger and integration charges as a result of the merger. Also anticipated is that the merger will provide the combined company with financial benefits that may include reduced operating expenses. The information set forth below, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, may not reflect all of these anticipated financial expenses and does not reflect all of these anticipated financial benefits or consider any potential impacts of current market conditions or the merger on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors, and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had the companies been combined during the periods presented.
In addition, the information set forth below has been prepared based on preliminary estimates of merger consideration and fair values attributable to the merger; the actual amounts recorded for the merger may differ from the information presented. The estimation and allocations of merger consideration are subject to change pending further review of the fair value of the assets acquired and liabilities assumed and actual transaction costs. A final determination of fair value will be based on the actual net tangible and intangible assets and liabilities of EVBS that will exist on the date of completion of the merger.
The information in the following table is based on, and should be read together with, the historical financial information and the notes thereto for SONA and EVBS incorporated by reference into, or contained in, this joint proxy statement/​prospectus.
Historical
Pro forma
Combined
Pro forma
Equivalent
EVBS Share
SONA
EVBS
Basic earnings per common share
Quarter ended March 31, 2017
$ 0.17 $ 0.10 $ 0.18 $ 0.09
Year ended December 31, 2016
0.84 0.42 0.80 0.38
Diluted earnings per common share
Quarter ended March 31, 2017
0.16 0.10 0.18 0.09
Year ended December 31, 2016
0.83 0.42 0.79 0.38
Cash dividends per common share
Quarter ended March 31, 2017
0.08 0.03 0.11 0.05
Year ended December 31, 2016
0.32 0.09 0.41 0.20
Book value per common share
Quarter ended March 31, 2017
10.40 8.59 13.60 6.59
Year ended December 31, 2016
10.30 8.47 12.77 6.20
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RISK FACTORS
In addition to general investment risks and the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the heading “Cautionary Statement Regarding Forward-Looking Statements” on page 33, you should consider carefully the following risk factors in deciding how to vote on the proposals presented in this joint proxy statement/prospectus. Certain risks can also be found in the documents incorporated by reference into this joint proxy statement/prospectus by SONA and EVBS, including in the sections entitled “Risk Factors” in the Annual Reports on Form 10-K for the year ended December 31, 2016 filed by SONA and EVBS with the SEC on March 16, 2017 and March 15, 2017, respectively. See “Where You Can Find More Information” on page 128.
Risks Related to the Merger
Because of the fixed exchange ratio and the fluctuation of the market price of SONA common stock, shareholders of SONA and EVBS will not know at the time of the special meetings the market value of the merger consideration to be paid by SONA to EVBS shareholders.
In the merger, each share of EVBS common stock will be converted into the right to receive 0.6313 shares of common stock of the Continuing Corporation, the value of which will depend upon the price of SONA common stock at the effective date of the merger, and cash in lieu of any fractional shares. Upon the effective date of the merger, SONA common stock, including the shares issued to former holders of EVBS common stock, will be the common stock of the Continuing Corporation. The price of SONA common stock as of the effective date of the merger may vary significantly from its price at the date the fixed exchange ratio was established, at the date of this joint proxy statement/prospectus and at the date of the special meetings. There will be no adjustment to the merger consideration for changes in the market price of either shares of SONA common stock or shares of EVBS common stock. There also is no maximum or minimum closing price of SONA common stock at which EVBS or SONA may unilaterally terminate the merger agreement. Variations in the price of SONA common stock may result from changes in the business, operations or prospects of SONA, regulatory considerations, general market and economic conditions, and other factors, many of which are outside of the control of SONA. At the time of the special meetings, shareholders of SONA and EVBS will not know the exact value of the consideration to be paid by SONA when the merger is completed, which value could be significantly less than the current market value of EVBS common stock. You should obtain current market quotations for shares of SONA common stock and for shares of EVBS common stock.
The merger will not be completed unless important conditions are satisfied or waived, including approval by both SONA and EVBS shareholders.
Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger and the bank merger. If the conditions are not satisfied or waived, to the extent permitted by law or stock exchange rules, the merger and the bank merger will not occur or will be delayed and each of SONA and EVBS may lose some or all of the intended benefits of the merger. The following conditions, in addition to other closing conditions, must be satisfied or waived, if permissible, before SONA and EVBS are obligated to complete the merger:

The merger agreement must have been approved by (i) the affirmative vote of more than two-thirds of the outstanding shares of SONA common stock present and entitled to vote on the proposal and (ii) the affirmative vote of a majority of the outstanding shares of EVBS common stock entitled to vote on the proposal;

All required regulatory approvals must have been obtained;

No governmental authority of competent jurisdiction may have taken any action that prohibits consummation of the merger;

The registration statement (of which this proxy statement/prospectus is a part) registering shares of SONA common stock to be issued in the merger must have been declared effective and no stop order may have been issued or threatened by the SEC; and
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The shares of SONA common stock to be issued in the merger must have been approved for listing on the NASDAQ Global Market, subject to official notice of issuance.
For a more detailed description of the conditions set forth in the merger agreement that must be satisfied or waived to complete the merger, see “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 93.
EVBS common shareholders are not entitled to appraisal rights in connection with the merger.
Appraisal rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. The Virginia SCA provides that appraisal rights are not available to holders of stock of a Virginia corporation in a merger when the stock is listed on a national securities exchange, such as the NASDAQ Global Select Market. The common stock of EVBS is listed on the NASDAQ Global Select Market. Therefore, EVBS common shareholders are not entitled to appraisal rights in connection with the merger.
The merger agreement limits the ability of SONA and EVBS to pursue alternatives to the merger and might discourage competing offers for a higher price or premium.
The merger agreement contains “no-shop” provisions that, subject to limited exceptions, limit the ability of SONA and EVBS to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of each company. In addition, under certain circumstances, if the merger agreement is terminated and either SONA or EVBS, subject to certain restrictions, consummates a similar transaction other than the merger, the party consummating such transaction must pay to the other a termination fee of $7.5 million. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant percentage of ownership of SONA or EVBS from considering or proposing the acquisition even if it were prepared to pay consideration, with respect to EVBS, with a higher per share market price than that proposed in the merger, and with respect to SONA, with a per share market price that would amount to a premium over the current per share market price of SONA. See “The Merger Agreement — Termination Fee” on page 98.
Neither of the fairness opinions received by the respective boards of directors of SONA and EVBS in connection with the merger has been updated to reflect changes in circumstances since the dates of such opinions.
The opinions rendered by FIG Partners, dated December 13, 2016, and by Sandler O’Neill, dated December 13, 2016, were based upon information available to each advisor as of such date. Neither opinion has been or will be updated to reflect changes that may occur or may have occurred after the date on which such opinion was delivered, including changes to the operations and prospects of SONA or EVBS, changes in general market and economic conditions, or other factors that may be beyond the control of SONA and EVBS. Any such changes may alter the relative value of SONA or EVBS or the prices of shares of SONA common stock or EVBS common stock by the time the merger is completed. The opinions do not speak as of the date the merger will be completed or as of any date other than the date of such opinions. The merger agreement does not require that either FIG Partners’ or Sandler O’Neill’s opinion be updated as a condition to the completion of the merger, and neither SONA nor EVBS intends to request that the respective fairness opinions be updated. FIG Partners’ fairness opinion and Sandler O’Neill’s fairness opinion are attached to this joint proxy statement/prospectus as Appendix B and Appendix C, respectively. For a description of the opinion that SONA received from its financial advisor, please see “The Merger — Opinion of SONA’s Financial Advisor,” beginning on page 53. For a description of the opinion that EVBS received from its financial advisor, please see “The Merger — Opinion of EVBS’s Financial Advisor,” beginning on page 62.
Certain of SONA’s directors and executive officers have interests in the merger that differ from the interests of SONA’s other shareholders.
SONA’s shareholders should be aware that some of SONA’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of SONA’s
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shareholders generally. The SONA board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement and the plan of merger, and in recommending that SONA’s shareholders vote in favor of approving the SONA merger proposal. These interests include the following: (i) employment agreements with respect to employment with SONA after the merger of each of Ms. Derrico and Messrs. Porter and Baker; (ii) the payment of certain change in control payments pursuant to change in control agreements currently in place with each of Ms. Derrico and Messrs. Porter and Baker; (iii) other merger-related compensation payable to certain named executive officers; and (iv) that following the merger six current directors of SONA (Ms. Derrico, Mr. Porter, Neil J. Call, Robert Y. Clagett, W. Bruce Jennings and Charles A. Kabbash) will serve as directors of SONA and Sonabank. For a more complete description of these interests, see “The Merger — Interests of Certain SONA Directors and Executive Officers in the Merger.”
Further, the directors and executive officers of SONA have entered into agreements with each of SONA and EVBS pursuant to which they have agreed, subject to several conditions and exceptions, to vote all of the shares of SONA common stock owned by such shareholder and over which such shareholder has sole voting and investment power (and, with respect to Ms. Derrico and Mr. Porter only, shares jointly owned by them and over which they have shared voting and investment power), in favor of the SONA merger proposal and against any competing acquisition proposal and any action, proposal, transaction or agreement which could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the merger or the fulfillment of SONA’s or EVBS’s conditions under the merger agreement. The affiliate agreements terminate upon the earlier to occur of the completion of the merger or the termination of the merger agreement in accordance with its terms. See “The Merger Agreement — Affiliate Agreements.”
Certain of EVBS’s directors and executive officers have interests in the merger that differ from the interests of EVBS’s other shareholders.
EVBS’s shareholders should be aware that some of EVBS’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of EVBS’s shareholders generally. The EVBS board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement and the plan of merger, and in recommending that EVBS’s shareholders vote in favor of approving the EVBS merger proposal. These interests include the following: (i) employment agreements with respect to employment with SONA after the merger of each of Messrs. Shearin and Sothen; (ii) the treatment of outstanding EVBS restricted stock awards pursuant to the merger agreement and the terms of such instruments; (iii) potential change in control benefits to be paid to Messrs. Thomas and Hanna under their respective employment agreements with EVBS if their employment terminates in certain circumstances within one year following the merger; (iv) accelerated vesting (but not accelerated payment) of the normal retirement benefit for Messrs. Shearin and Hanna under the EVBS supplemental executive retirement plan upon completion of the merger; (v) change in control benefits to be paid to four EVBS executive officers under the EVBS executive severance plan if their employment terminates in certain circumstances within one year following the merger; (vi) that following the merger five current directors of EVBS (Joe Shearin, John F. Biagas, W. Rand Cook, F.L. Garrett, III and Eric A. Johnson) will serve as directors of SONA and Sonabank and J. Mikesell Thomas will serve as an observer to SONA’s and Sonabank’s board of directors; and (vii) rights to ongoing indemnification and insurance coverage by SONA following the merger for acts or omissions occurring after the merger. For a more complete description of these interests, see “The Merger — Interests of Certain EVBS Directors and Executive Officers in the Merger.”
Further, the directors and executive officers of EVBS have entered into agreements with each of SONA and EVBS pursuant to which they have agreed, subject to several conditions and exceptions, to vote all of the shares of EVBS common stock owned by such shareholder and over which such shareholder has sole voting and investment power, in favor of the EVBS merger proposal and against any competing acquisition proposal and any action, proposal, transaction or agreement which could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the merger or the fulfillment of SONA’s or EVBS’s conditions under the merger agreement. The affiliate agreements terminate upon the earlier to occur of the completion of the merger or the termination of the merger agreement in accordance with its terms. See “The Merger Agreement — Affiliate Agreements.”
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SONA and EVBS will be subject to business uncertainties and contractual restrictions while the merger is pending.
Uncertainty about the effect of the merger on employees and customers may have an adverse effect on SONA and EVBS. These uncertainties may impair SONA’s and EVBS’s ability to attract, retain and motivate key personnel until the merger is completed and could cause customers and others that deal with SONA and EVBS to seek to change existing business relationships. Retention of certain employees by SONA and EVBS may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the Continuing Corporation. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with SONA or EVBS, SONA’s or EVBS’s business, or the business of the Continuing Corporation following the merger, could be harmed. In addition, subject to certain exceptions, SONA and EVBS have each agreed to operate its business in the ordinary course prior to closing and refrain from taking certain specified actions until the merger occurs, which may prevent SONA or EVBS from pursuing attractive business opportunities that may arise prior to completion of the merger. See “The Merger Agreement — Business Pending the Merger” on page 93 for a description of the restrictive covenants applicable to SONA and EVBS.
The merger may distract management of SONA and EVBS from their other responsibilities.
The merger could cause the respective management groups of SONA and EVBS to focus their time and energies on matters related to the transaction that otherwise would be directed to their business and operations. Any such distraction on the part of either company’s management could affect its ability to service existing business and develop new business and adversely affect the business and earnings of SONA or EVBS before the merger, or the business and earnings of the Continuing Corporation after the merger.
Termination of the merger agreement could negatively impact SONA or EVBS.
If the merger agreement is terminated, SONA’s or EVBS’s business may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of SONA’s or EVBS’s common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. Furthermore, costs relating to the merger, such as legal, accounting and financial advisory fees, must be paid even if the merger is not completed. In addition, failure to complete the merger could result in reputational harm to SONA and EVBS. If the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation by SONA’s or EVBS’s board of directors, SONA or EVBS may be required to pay to the other party a termination fee of  $7.5 million. See “The Merger Agreement — Termination Fee” on page 98. If the merger agreement is terminated and the EVBS board of directors seeks another merger or business combination, EVBS shareholders cannot be certain that EVBS will be able to find a party willing to pay the equivalent or greater consideration than that which SONA has agreed to pay in the merger.
If the merger is not completed, SONA and EVBS will have incurred substantial expenses without realizing the expected benefits of the merger.
Each of SONA and EVBS has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this joint proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, SONA and EVBS would have to incur these expenses without realizing the expected benefits of the merger.
Litigation may be filed against the board of directors of SONA and/or EVBS that could prevent or delay the completion of the merger or result in the payment of damages following completion of the merger.
In connection with the merger, it is possible that SONA shareholders and/or EVBS shareholders may file putative class action lawsuits against the boards of directors of SONA and/or EVBS. Among other remedies, these shareholders could seek to enjoin the merger. The outcome of any such litigation would be uncertain. If a dismissal is not granted or a settlement is not reached, such potential lawsuits could prevent
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or delay completion of the merger and result in substantial costs to SONA and EVBS, including any costs associated with indemnification obligations of SONA and/or EVBS. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is consummated may adversely affect the Continuing Corporation’s business, financial condition, results of operations, cash flows and market price.
Risks Related to the Continuing Corporation Following the Merger
Combining SONA and EVBS may be more difficult, costly or time-consuming than we expect.
The success of the merger will depend, in part, on SONA’s ability to realize the anticipated benefits and cost savings from combining the businesses of SONA and EVBS and to combine the businesses of SONA and EVBS in a manner that permits growth opportunities and cost savings to be realized without materially disrupting the existing customer relationships of SONA or EVBS or decreasing revenues due to loss of customers. However, to realize these anticipated benefits and cost savings, SONA must successfully combine the businesses of SONA and EVBS. If SONA is not able to achieve these objectives, the anticipated benefits and cost savings of the merger may not be realized fully, or at all, or may take longer to realize than expected.
SONA and EVBS have operated, and, until the completion of the merger, will continue to operate, independently. The success of the merger will depend, in part, on SONA’s ability to successfully combine the businesses of SONA and EVBS. To realize these anticipated benefits, after the completion of the merger, SONA expects to integrate EVBS’s business into its own. The integration process in the merger could result in the loss of key employees, the disruption of each party’s ongoing business, inconsistencies in standards, controls, procedures and policies that affect adversely either party’s ability to maintain relationships with customers and employees or achieve the anticipated benefits of the merger. The loss of key employees could adversely affect SONA’s ability to successfully conduct its business in the markets in which EVBS now operates, which could have an adverse effect on SONA’s financial results and the value of its common stock. If SONA experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized, fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be disruptions that cause SONA and EVBS to lose customers or cause customers to withdraw their deposits from SONA’s or EVBS’s banking subsidiaries, or other unintended consequences that could have a material adverse effect on SONA’s results of operations or financial condition after the merger. These integration matters could have an adverse effect on each of EVBS and SONA during this transition period and for an undetermined period after consummation of the merger.
If SONA and EVBS do not successfully integrate, the Continuing Corporation may not realize the expected benefits from the merger.
Integration in connection with a merger is sometimes difficult, and there is a risk that integrating SONA and EVBS may take more time and resources than we expect. SONA’s ability to integrate EVBS and its future success depend in large part on the ability of members of its board of directors and executive officers to work together effectively. After the merger, SONA will be governed by a board of directors comprised of 11 directors, of which six are current directors of SONA (Georgia S. Derrico, R. Roderick Porter, Neil J. Call, Robert Y. Clagett, W. Bruce Jennnings and Charles A. Kabbash) and five are current directors of EVBS (Joe A. Shearin, John F. Biagas, W. Rand Cook, F.L. Garrett, III and Eric A. Johnson). There will also be one observer designated by EVBS, J. Mikesell Thomas. Disagreements among board members and executive management could arise in connection with integration issues, strategic considerations and other matters. As a result, there is a risk that SONA’s board of directors and executive officers may not be able to operate effectively, which would affect adversely SONA’s ability to integrate the operations of SONA and EVBS successfully and SONA’s future operating results.
SONA may not be able to effectively integrate the operations of EVB into Sonabank.
The future operating performance of SONA and Sonabank will depend, in part, on the success of the merger of EVB and Sonabank. After the merger of SONA and EVBS, and at a time to be determined by SONA, EVB will be merged with and into Sonabank with Sonabank surviving. Following the bank merger,
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the board of directors of Sonabank will be comprised of eleven directors, of which six are current directors of SONA (Georgia S. Derrico, R. Roderick Porter, Neil J. Call, Robert Y. Clagett, W. Bruce Jennnings and Charles A. Kabbash) and five are current directors of EVBS (Joe A. Shearin, John F. Biagas, W. Rand Cook, F.L. Garrett, III and Eric A. Johnson). There will also be one observer designated by EVBS, J. Mikesell Thomas. Following the bank merger, Ms. Derrico will continue to serve as executive chairman of the board of directors of SONA and Sonabank and as executive chairman of SONA and Sonabank; Mr. Porter will continue to serve as executive vice chairman of the board of directors of SONA and Sonabank and as executive vice chairman of SONA and Sonabank; Mr. Shearin will serve as president and chief executive officer of Sonabank; Mr. J. Adam Sothen will serve as chief financial officer of Sonabank; William H. Lagos will serve as chief accounting officer of Sonabank; Thomas P. Baker will serve as co-chief credit officer of Sonabank; James S. Thomas will serve as co-chief credit officer of Sonabank; William H. Stevens will serve as executive vice president and chief credit risk officer of Sonabank; and Douglas R. Taylor will serve as executive vice president and chief risk officer of Sonabank.
The success of the merger of the banks will, in turn, depend on a number of factors, including SONA’s ability to: (i) integrate the operations and branches of EVB and Sonabank; (ii) retain the deposits and customers of EVB and Sonabank; (iii) control the incremental increase in noninterest expense arising from the merger in a manner that enables the combined bank to improve its overall operating efficiencies; and (iv) retain and integrate the appropriate personnel of EVB into the operations of Sonabank, as well as reducing overlapping bank personnel. The integration of EVB and Sonabank following the subsidiary bank merger will require the dedication of the time and resources of the banks’ management and may temporarily distract managements’ attention from the day-to-day business of the banks. If Sonabank is unable to successfully integrate EVB, Sonabank may not be able to realize expected operating efficiencies and eliminate redundant costs.
Future results of the Continuing Corporation may be materially different from those reflected in the unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus because such financial statements are preliminary and do not reflect actual merger-related expenses and restructuring charges.
The unaudited pro forma condensed combined financial statements in this document are presented for illustrative purposes only and are not necessarily indicative of what the Continuing Corporation’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflect adjustments to illustrate the effect of the merger had it been completed on the dates indicated, which are based upon preliminary estimates, to record the EVBS identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation for the merger reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of EVBS as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document.
In addition, the unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus only show a combination of SONA’s and EVBS’s historical results, and they do not necessarily indicate the future financial condition or operating results of the Continuing Corporation. SONA estimates that the Continuing Corporation will record an aggregate of approximately $11,395,000, net of income tax effect, in merger-related expenses and restructuring charges. The actual charges may be higher or lower than estimated, depending upon how costly or difficult it is to integrate the two companies. These charges will decrease the capital of the Continuing Corporation available for future profitable, income-earning investments.
For more information, see “Unaudited Pro Forma Condensed Combined Financial Information.”
Risks Related to Ownership of the Common Stock of the Continuing Corporation
The market price of SONA common stock after the merger may be affected by factors different from those affecting the shares of SONA or EVBS currently.
Upon completion of the merger, holders of EVBS common stock will become holders of SONA common stock. SONA’s business differs in important respects from that of EVBS, and, accordingly, the
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results of operations of the Continuing Corporation and the market price of SONA common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of SONA and EVBS. For a discussion of the businesses of SONA and EVBS and of certain factors to consider in connection with those businesses, see the information described elsewhere in this joint proxy statement/prospectus and the documents incorporated herein by reference.
Current holders of SONA and EVBS common stock will have less influence as holders of Continuing Corporation common stock after the merger.
It is expected that the current holders of SONA common stock will own approximately 51.4% of the outstanding common stock of the Continuing Corporation after the merger. As a group, the current holders of common stock of EVBS will own approximately 48.6% of the outstanding common stock of the Continuing Corporation after the merger. Each current holder of SONA and EVBS common stock will own a smaller percentage of the Continuing Corporation after the merger than they currently own of SONA or EVBS, respectively. As a result of the merger, holders of SONA and EVBS common stock will have less influence on the management and policies of the Continuing Corporation than they currently have on the management and policies of SONA or EVBS, respectively.
SONA is not obligated to pay cash dividends on its common stock.
SONA is a bank holding company and, currently, its primary source of funds for paying dividends to its shareholders is dividends it receives from Sonabank. SONA is currently paying a quarterly cash dividend to holders of its common stock at a rate of  $0.08 per share. However, SONA is not obligated to pay dividends in any particular amounts or at any particular times. Its decision to pay dividends in the future will depend on a number of factors, including its capital and the availability of funds from which dividends may be paid. See “Market for Common Stock and Dividends” on page 105 and “Description of SONA Capital Stock” on page 109.
The shares of SONA common stock to be received by EVBS shareholders as a result of the merger will have different rights than shares of EVBS common stock.
Upon completion of the merger, EVBS shareholders will become SONA shareholders and their rights as shareholders will be governed by Virginia law and SONA’s articles of incorporation and bylaws. The rights associated with EVBS common stock are different from the rights associated with SONA common stock. See “Comparative Rights of Shareholders” beginning on page 111 for a discussion of the different rights associated with SONA common stock.
Risks Relating to SONA’s Business
There are certain risks relating to SONA’s business.
You should read and consider risk factors specific to SONA’s business that will also affect the Continuing Corporation after the merger. These risks are described in the section entitled “Risk Factors” in SONA’s Annual Report on Form 10-K for the year ended December 31, 2016 and in other documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” on page 128 for the location of information incorporated by reference into this joint proxy statement/prospectus.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be protected by the safe harbor provided therein. We generally identify forward-looking statements, particularly those statements regarding the benefits of the proposed merger, the anticipated timing of the transaction and the customers and markets of each company, by terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “would,” “could,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “projects,” “strategy,” “future,” “opportunity,” “will likely result” or the negative version of those words or other comparable words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict.
A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements in this joint proxy statement/prospectus, including, but not limited to:

the risk that the merger may not be completed in a timely manner or at all, which may adversely affect SONA’s and EVBS’s business and the price of SONA common stock;

the businesses of SONA and EVBS may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected;

expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected timeframe;

revenues following the merger may be lower than expected;

the parties to the merger agreement may fail to satisfy other conditions to the completion of the merger, or may not be able to meet expectations regarding the timing and completion of the merger;

the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;

the effect of the announcement or pendency of the merger on the Company’s customer, employee and business relationships, operating results, and business generally;

SONA’s and EVBS’s common shareholders may fail to approve the merger agreement;

deposit attrition, operating costs, customer loss and business disruption following the proposed merger, including difficulties in maintaining relationships with employees, may be greater than expected;

reputational risks and the reaction of the companies’ customers to the proposed merger;

customer acceptance of the combined company’s products and services;

risks related to diverting SONA’s and EVBS’s management’s attention from ongoing business operations;

the outcome of any legal proceedings that may be instituted against SONA or EVBS related to the merger agreement or the merger;

changes in general business, economic and market conditions;

changes in fiscal and monetary policies, and laws and regulations;

changes in interest rates, deposit flows, loan demand and real estate values;

a deterioration in credit quality and/or a reduced demand for, or supply of, credit;
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volatility in the securities markets generally or in the market price of SONA’s stock specifically; and

the risks outlined in “Risk Factors” beginning on page 26.
We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or, in the case of a document incorporated herein by reference, as of the date of that document. Except as required by law, neither SONA nor EVBS undertakes any obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in reports filed with the SEC by SONA and EVBS, including but not limited to, the factors, uncertainties and risks described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See “Where You Can Find More Information” beginning on page 128 for a list of the documents incorporated herein by reference.
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THE SONA SPECIAL MEETING
Date, Place and Time
This joint proxy statement/prospectus is first being mailed on or about May 15, 2017 to SONA shareholders who held shares of SONA common stock, par value $0.01 per share, on April 24, 2017, the record date for the SONA special meeting of shareholders. This joint proxy statement/prospectus is accompanied by the notice of the special meeting and a form of proxy that is solicited by the SONA board of directors for use at the special meeting to be held on Wednesday, June 21, 2017 at 3:00 p.m. local time, at International Country Club, located at 13200 Lee Jackson Highway, Fairfax, Virginia 22033, and at any adjournments of that meeting.
Purposes of the SONA Special Meeting
At the special meeting, the shareholders of SONA will be asked:

to approve the SONA merger proposal as more fully described in this joint proxy statement/​prospectus;

to approve the SONA compensation proposal as more fully described in this joint proxy statement/prospectus; and

to approve the SONA adjournment proposal as more fully described in this joint proxy statement/​prospectus.
Recommendation of the SONA Board of Directors
The SONA board of directors believes that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of SONA and its shareholders and unanimously recommends that SONA shareholders vote “FOR” each of the proposals that will be presented at the SONA special meeting as described in this joint proxy statement/prospectus.
Record Date and Voting Rights; Quorum
The SONA board of directors has fixed the close of business on April 24, 2017 as the record date for determining the shareholders of SONA entitled to notice of and to vote at the SONA special meeting or any adjournments thereof. Accordingly, you are only entitled to notice of and to vote at the SONA special meeting if you were a record holder of SONA common stock at the close of business on the record date. At that date, 12,330,043 shares of SONA common stock were outstanding and entitled to vote.
To have a quorum that permits SONA to conduct business at the SONA special meeting, the presence, whether in person or by proxy, of the holders of SONA’s common stock representing a majority of the voting shares outstanding on the record date is required. You are entitled to one vote for each outstanding share of SONA common stock you held as of the close of business on the record date.
Holders of shares of SONA common stock present in person at the special meeting but not voting, and shares of SONA common stock for which proxy cards are received indicating that their holders have abstained, will be counted as present at the special meeting for purposes of determining whether there is a quorum for transacting business. Shares held in “street name” that have been designated by brokers on proxies as not voted will not be counted as votes cast for or against any proposal and will not be counted for purposes of determining the presence of a quorum unless the broker has been instructed to vote on at least one of the proposals for the SONA special meeting.
Votes Required
Vote Required for Approval of the SONA Merger Proposal.   The approval of the SONA merger proposal requires the vote of more than two-thirds of the shares of SONA common stock outstanding on the record date for the special meeting.
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Failures to vote, abstentions and broker non-votes will not count as votes cast on the proposal. Because, however, approval of the SONA merger proposal requires the affirmative vote of more than two-thirds of the shares of SONA common stock outstanding on the record date for the special meeting, failures to vote, abstentions and broker non-votes will have the same vote as votes against the SONA merger proposal.
Vote Required for Approval of the SONA Compensation Proposal.   The approval of the SONA compensation proposal requires the affirmative vote of a majority of the shares of SONA common stock voted on the proposal.
Failures to vote, abstentions and broker non-votes will not count as votes cast and will have no effect for purposes of determining whether the SONA compensation proposal has been approved.
The vote regarding this non-binding advisory proposal on SONA merger-related compensation is a vote separate and apart from the vote to approve the SONA merger proposal. Accordingly, SONA’s shareholders may vote to approve the SONA merger proposal and vote not to approve the SONA compensation proposal and vice versa. Because the vote regarding the SONA compensation proposal is advisory only, it will not be binding on either SONA or, following completion of the merger, the combined company. Accordingly, if the merger is approved and completed, SONA’s named executive officers will be eligible to receive the various merger-related compensation that may become payable in connection with the completion of the merger, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of the SONA shareholders.
Vote Required for Approval of the SONA Adjournment Proposal.   The approval of the SONA adjournment proposal requires the affirmative vote of a majority of the shares of SONA common stock voted on the proposal, whether or not a quorum is present.
Failures to vote, abstentions and broker non-votes will not count as votes cast and will have no effect for purposes of determining whether the SONA adjournment proposal has been approved.
Stock Ownership of SONA Executive Officers and Directors
Each director and executive officer of SONA has entered into an agreement with SONA and EVBS pursuant to which he or she has agreed to vote all of his or her shares in favor of the SONA merger proposal, subject to certain exceptions, including that certain shares they hold in a fiduciary capacity or for which they do not have sole voting or dispositive power are not covered by the agreement (except with respect to Ms. Derrico and Mr. Porter only, shares jointly owned by them and over which they have shared voting and investment power). As of the record date, directors and executive officers of SONA and their affiliates beneficially owned and were entitled to vote approximately 1,252,304 shares of SONA common stock at the SONA special meeting, or approximately 10.2% of the total voting power of shares of SONA common stock entitled to vote at the special meeting, of which 1,149,738 shares or 9.3% of the total voting power of the shares of SONA common