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Deal Overview

Buyer:
United Bankshares, Inc.
Actual Acquirer:
George Mason Bankshares, Inc.
Target:
Virginia Commerce Bancorp, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
1/29/2013
Announcement Date:
1/30/2013
Announced Deal Value ($ M):
467.39
Status:
Completed
Completion Date:
1/31/2014
Announced Deal Value Per Share ($ )
14.07

Consideration Breakout
Cash ($M) 33.3
Common Stock ($M) 525.3
Common Stock Issued 18,330,350

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 183.1 204.2
Price / Tangible Book (%) 183.1 204.2
Price / Earnings (x) 21.0 21.0
Price / Deposits (%) 20.82 26.72
Price / Assets (%) 16.55 19.98
Tangible Book Premium/ Deposits (%) 11.79 15.98
Deal Terms
Description of Consideration

United Bankshares Inc. exchanged 0.5442 shares of its common stock for each outstanding share of Virginia Commerce Bancorp Inc. United Bankshares Inc. repurchased Virginia Commerce Bancorp Inc.'s TARP warrants from U.S. Treasury for $33.263 million. In addition, United Bankshares Inc. also assumed Virginia Commerce Bancorp Inc.'s Debentures of approximately $50.64 million.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 336,102
Estimated Cost Savings (%) 25.00
Estimated Cost Savings ($ 000) 16,060
Est. Restructuring Charges ($ 000) 15,400
Maximum Termination Fee ($ 000) 20,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.544200
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 17,143
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Keefe Bruyette & Woods Inc.
Seller Yes Sandler O'Neill & Partners LP
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Bowles Rice LLP
Seller Yes Troutman Sanders LLP