Subsequent Events

3 Months Ended

Mar. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

Note 12. Subsequent Events

Proposed Merger with TowneBank

On April 2, 2025, the Company and the Bank entered into an Agreement and Plan of Merger (together with the related plan of merger, the “Merger Agreement”) with TowneBank, a Virginia banking corporation.  The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) the Company will merge with and into TowneBank (the “Company Merger”), and (ii) immediately thereafter and contemporaneously therewith, the Bank will merge with and into TowneBank (such merger, together with the Company Merger, the “Merger”), with TowneBank continuing as the surviving corporation in the Merger (the “Surviving Corporation”). The boards of directors of each of Old Point, Old Point Bank and TowneBank unanimously approved the Merger Agreement.

At the effective time of the Merger, each share of Company common stock issued and outstanding immediately prior to the effective time, other than certain shares held by the Company, will be converted into the right to receive, at the election of the holder of such share of Company common stock, and subject to proration in accordance with the Merger Agreement: (i) $41.00 per share in cash (the “cash consideration”); or (ii) 1.14 shares of TowneBank common stock (the “stock consideration”). The shareholder election will be subject to a proration mechanism, such that the total number of shares of Company common stock (including shares subject to Company restricted stock awards) entitled to receive the stock consideration will be equal to no less than 50% and no more than 60% of the aggregate number of shares of Company common stock issued and outstanding immediately prior to the effective time (including shares subject to Company restricted stock awards), and all other shares of Company common stock issued and outstanding immediately prior to the effective time will be entitled to receive the cash consideration.

The completion of the Merger is subject to customary closing conditions, including (i) approval of the Merger Agreement and an amendment to the Company’s articles of incorporation to allow the Company to merge with and into TowneBank by the Company’s shareholders, (ii) authorization for listing on Nasdaq of the shares of TowneBank common stock to be issued in the Merger, subject to official notice of issuance, (iii) the receipt of specified governmental consents and approvals, including from the FDIC, the Office of the Comptroller of the Currency (the “OCC”) and the Bureau of Financial Institutions (the “BFI”) of the Virginia State Corporation Commission, and termination or expiration of all applicable waiting periods in respect thereof, and, in the case of TowneBank’s obligation to effect the Merger, without the imposition of a materially burdensome regulatory condition, and (iv) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger or making the completion of the Merger illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (a) the accuracy of the representations and warranties of the other party, subject to certain materiality and material adverse effect qualifications, (b) performance in all material respects by the other party of its obligations under the Merger Agreement and (c) receipt by such party of an opinion from counsel to the effect that the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).