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Published on 2/13/2008 in the Prospect News Special Situations Daily.

Virginia Financial shareholders say 'yes' to merger; FNB backs deal after recess

By Lisa Kerner

Charlotte, N.C., Feb. 13 - Virginia Financial Group, Inc. shareholders approved the company's proposed combination with FNB Corp. at a special meeting on Tuesday.

FNB's followed suit at a special meeting of shareholders that had been recessed until 2 p.m. ET on Wednesday.

Closing of the transaction is expected by the end of the month.

During the recess, FNB shareholders were able to continue to vote their shares for or against the proposals or change previously cast votes. The company encouraged all its shareholders to vote for the merger.

It was previously reported that under the companies' merger agreement, FNB shareholders will receive 1.585 shares of Virginia Financial common stock for each share of FNB common stock. Each share of Virginia Financial common stock will become one share of common stock in the new holding company.

Virginia Financial is the holding company for Planters Bank & Trust Co. of Virginia in Staunton, Va.; Second Bank & Trust in Fredericksburg, Va.; and Virginia Commonwealth Trust Co. in Culpeper, Va.

FNB, through its affiliate First National Bank based in Christiansburg, Va., operates 27 full-service branches and two loan production offices.


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