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Mergers and Acquisitions
9 Months Ended
Sep. 30, 2012
Mergers and Acquisitions

NOTE 19 — Mergers and Acquisitions

On May 3, 2012, the Company entered into the Agreement and Plan of Reorganization, and related plan of merger (the “Reorganization Agreement”), among the Company, Alliance Bankshares Corporation (“Alliance”) and Alliance Bank Corporation pursuant to which Alliance will merge with and into WashingtonFirst, with WashingtonFirst as the surviving corporation (the “Merger”). The consummation of the Merger is conditioned upon, among other things, approvals of applicable regulatory agencies and the shareholders of each of the Company and Alliance.

The consideration to be received by the shareholders of Alliance in the Merger is a combination of stock and cash. As a result of the merger, each share of Alliance common stock will be automatically converted into and exchangeable for the right to receive, at the election of the Alliance shareholder and subject to limitation and downward adjustment as described in the joint proxy statement/prospectus, $5.30 in cash or 0.4435 shares of WashingtonFirst common stock (plus cash in lieu of a fractional share). The merger consideration payable to shareholders of Alliance is subject to decrease if Alliance’s shareholders’ equity at the month-end prior to the effective time of the Merger has declined by more than ten percent from December 31, 2011. Cash elections are limited to up to 20% of all of the shares of Alliance common stock outstanding.

The Company received regulatory approval from the Federal Reserve on September 24, 2012; from the Commonwealth of Virginia on October 23, 2012; and from the Federal Deposit Insurance Corporation on November 14, 2012. The Merger is expected to close in the fourth quarter of 2012, pending approval of the shareholders of each of Alliance and WashingtonFirst and satisfaction of the other conditions to closing.