National Bankshares to acquire Frontier Community Bank for $14.48/share or 0.4250 NKSH shares

NATIONAL BANKSHARES INC

Per share consideration: $14.48 cash or 0.4250 NKSH shares; overall mix targeted at 90% stock, 10% cash.
Closing expected in Q2 2024, subject to regulatory approvals, FCB shareholder vote (>2/3), and S-4 effectiveness.
NKSH board expands to 12 members; appoints a current FCB director post-closing; Lara Ramsey appointed director immediately.
All FCB directors and executive officers entered support agreements to vote in favor and 12-month non-compete.
Termination fee of $685,000 payable by FCB if it accepts a superior proposal.

item 1.01 item 5.02 item 5.03 item 7.01 item 8.01 item 9.01

Executive movements

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Appointed

Lara E. Ramsey

Director

NKSH · NATIONAL BANKSHARES INC

Effective: 2024-01-23
Filed: January 24, 2024, 6:59 PM ET

On January 23, 2024, the Company’s Board of Directors appointed Lara E. Ramsey as a new director of the Company, effective immediately.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Lara E. Ramsey was appointed as Director at NATIONAL BANKSHARES INC.

Action: appointed
Role: Director

Exact text from the filing

On January 23, 2024, the Company’s Board of Directors appointed Lara E. Ramsey as a new director of the Company, effective immediately.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

NATIONAL BANKSHARES INC: Amended Bylaws to increase board size from 11 to 12 and raise director renomination age limit from 73 to 75 (effective 2024-01-23).

Change: bylaw amendment
Effective: 2024-01-23

Exact text from the filing

On January 23, 2024, the Company’s Board of Directors adopted amendments to Article II, Section 2.2 of the Company’s Bylaws, effective immediately, to (i) increase the number of directors of the Company from 11 to 12 and (ii) change the age limit for a director to be renominated to the Board from 73 to 75.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NATIONAL BANKSHARES INC entered into Agreement and Plan of Merger with Frontier Community Bank (effective 2024-01-23).

Action: entry
Agreement: merger
Counterparty: Frontier Community Bank
Effective: 2024-01-23

Exact text from the filing

On January 23, 2024, National Bankshares, Inc., a Virginia corporation (the “Company”), The National Bank of Blacksburg, a national banking association and wholly-owned bank subsidiary of the Company (the “Bank”), and Frontier Community Bank, a Virginia chartered commercial bank (“FCB”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)

View on SEC.gov

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NATIONAL BANKSHARES INC filing history →

Source: SEC EDGAR

accession 0001193125-24-013660

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