Press Releases
8/14/2025 | Suffolk, VA | Hampton, VA
Hampton Roads based TowneBank (NASDAQ: TOWN) and Old Point Financial Corporation (NASDAQCM: OPOF) (“Old Point”), the parent company of The Old Point National Bank of Phoebus (“Old Point National Bank”), today announced that they had received regulatory approval from the Federal Deposit Insurance Corporation (the “FDIC”) and the Bureau of Financial Institutions of the Virginia State Corporation Commission to complete the proposed merger of Old Point and Old Point National Bank with TowneBank. All regulatory approvals required for the transaction have now been received. The merger is expected to close on or about September 1, 2025, subject to the satisfaction of customary closing conditions.The deadline for holders of Old Point common stock and Old Point restricted stock awards to elect their preferred form of consideration by completing the election materials previously sent to such holders will be 5:00 p.m., Eastern Time, on August 26, 2025, unless extended.
Election Details
As previously announced, holders of Old Point common stock and Old Point restricted stock awards may elect to receive, for each of their shares of Old Point common stock, either (i) $41.00 in cash, (ii) 1.14 shares of TowneBank common stock, plus cash in lieu of fractional shares, or (iii) a combination of cash and shares of TowneBank common stock, in each case, subject to applicable withholding taxes and without interest. The cash and stock elections will be subject to allocation and proration procedures, which are described in the election materials, the definitive proxy statement filed by Old Point with the SEC on May 27, 2025, which included an offering circular of TowneBank with respect to shares of TowneBank common stock to be issued in connection with the merger (the “proxy statement/offering circular”) and the Agreement and Plan of Merger, dated as of April 2, 2025, by and among TowneBank, Old Point and Old Point National Bank (the “Merger Agreement”). The allocation and proration provisions in the Merger Agreement are designed to ensure that the total number of shares of Old Point common stock (including shares subject to Old Point 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 Old Point common stock issued and outstanding immediately prior to the effective time of the merger (including shares subject to Old Point restricted stock awards, but excluding the shares of Old Point common stock to be cancelled as provided in the Merger Agreement).
As further described in the election materials, to make a valid election, a properly completed election form and letter of transmittal and any Old Point stock certificate(s), together with any other required documents described in the election materials, must be received by Computershare Trust Company, N.A., the exchange agent for the transaction, prior to the election deadline. Old Point common shareholders who hold their shares through a broker, bank, trustee or other nominee should follow the instructions of such broker, bank, trustee or other nominee as to the procedures for making elections and exchanging their shares of Old Point common stock. Old Point security holders should carefully read the definitive proxy statement/offering circular for the merger, the Merger Agreement and all the election materials provided to them before making their elections.
Any security holders who do not make a proper election by the election deadline will have no control over the type of consideration they receive, and their shares of Old Point common stock (including shares subject to Old Point restricted stock awards) may be exchanged for cash, shares of TowneBank common stock, or a combination of cash and shares of TowneBank common stock, depending on the valid elections of other Old Point security holders and subject to the allocation and proration procedures in the Merger Agreement.
Old Point security holders who have election procedure questions, want up-to-date information on the election deadline or wish to obtain copies of the election materials may contact Georgeson Inc., the information agent for the election, at (877) 354-1902 from 9 a.m. to 11 p.m. ET Monday to Friday, and Saturday 12 noon to 6 p.m. ET.
Electronic copies of the Merger Agreement and the definitive proxy statement/offering circular of Old Point and TowneBank, dated May 27, 2025, as well as other filings containing information about Old Point and TowneBank, may be obtained at the FDIC’s website, fdic.gov (in the case of TowneBank); the U.S. Securities and Exchange Commission’s (“SEC”) website, sec.gov (in the case of Old Point); TowneBank’s website, townebank.com; and Old Point’s website, oldpoint.com. Copies of the Merger Agreement and the definitive proxy statement/offering circular are also available, free of charge, by directing a request to either TowneBank or Old Point, at the contacts below.
About TowneBank:
Founded in 1999, TowneBank is a company built on relationships, offering a full range of banking and other financial services, with a focus of serving others and enriching lives. Dedicated to a culture of caring, Towne values all employees and members by embracing their diverse talents, perspectives, and experiences.
Today, TowneBank operates over 55 banking offices throughout Hampton Roads and Central Virginia, as well as Northeastern and Central North Carolina – serving as a local leader in promoting the social, cultural, and economic growth in each community. Towne offers a competitive array of business and personal banking solutions, delivered with only the highest ethical standards. Experienced local bankers providing a higher level of expertise and personal attention with local decision-making are key to the TowneBank strategy. TowneBank has grown its capabilities beyond banking to provide expertise through its affiliated companies that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices RW Towne Realty, Towne 1031 Exchange, LLC, and Towne Vacations. With total assets of $18.26 billion as of June 30, 2025, TowneBank is one of the largest banks headquartered in Virginia.
About Old Point Financial Corporation:
Headquartered in Hampton, Virginia, Old Point Financial Corporation is the holding company of The Old Point National Bank of Phoebus and Old Point Trust & Financial Services, N.A. (“Wealth”). OPNB serves individual and commercial customers through their 13 branch offices located in the Hampton Roads region of Virginia. OPNB offers a full range of retail and commercial financial services, including mortgage loan products offered through Old Point Mortgage. A full array of insurance products is also offered through Old Point Insurance, LLC. Wealth offers a full range of services for individuals and businesses. Their products and services include retirement planning, estate planning, financial planning, estate and trust administration, retirement plan administration, tax services and investment management services. BACK TO NEWS