Filed by United Bankshares, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended and
deemed filed pursuant to 14a-12 of the
Securities Exchange Act of 1934, as
amended
Subject Company: Sequoia Bancshares, Inc.
Commission File No: 0-13322
NEWS RELEASE
[UNITED BANKSHARES, INC. LOGO]
For Immediate Release Contact: Steven E. Wilson (304) 424-8704
April 7, 2003
United Bankshares, Inc. To Acquire
Sequoia Bancshares, Inc.
PARKERSBURG, WV --United Bankshares, Inc. (NASDAQ: UBSI) Chairman, Richard
M. Adams, announced the signing of a definitive merger agreement with Sequoia
Bancshares, Inc. headquartered in Bethesda, Maryland. Under the agreement,
United will acquire Sequoia Bancshares and its wholly owned banking subsidiary,
SequoiaBank. Sequoia Bancshares, with $547 million in assets, has 12 full
service offices located in northern Virginia, Washington, D.C., and Montgomery
County, Maryland. Upon completion of the acquisition, it is anticipated that
SequoiaBank will be merged with United's Virginia subsidiary, United Bank,
increasing United's Virginia franchise to over $3 billion in assets. United Bank
is the 3/rd/ largest Virginia headquartered commercial bank. United Bankshares'
total consolidated assets will increase to $6.4 billion with fifty percent of
its revenues coming from the northern Virginia, Washington, D.C. metro area.
Under the terms of the agreement, based on a market price for United of
$28.00, shareholders of Sequoia will be entitled to receive total consideration
of $39.40 per share consisting of 1.05 shares of United Bankshares, Inc. common
stock plus $10.00 in cash for each share of Sequoia common stock, or a
combination thereof, subject to elections and allocation procedures. The
transaction is estimated to have an aggregate consideration of approximately
$109 million based on Sequoia's 2.46 million common shares outstanding and
United's recent stock price. The announced price represents 18.8 times Sequoia's
2003 budgeted earnings, 3.8 times tangible book value and 21% of Sequoia's total
assets.
Richard Adams stated, "We are very excited about the Sequoia transaction.
Sequoia has an excellent banking franchise. This acquisition will continue to
strengthen our position in one of the best markets in the nation and further
enhance our franchise value. United anticipates an accretive transaction based
upon projected in-market cost savings excluding revenue enhancements."
Sequoia Chairman and CEO, James Tardiff, added, "We are pleased to be
joining with United Bankshares. United is a high performance banking company
with a great track record of creating shareholder value." Mr. Tardiff and
Sequoia President and Chief Operating Officer, J. Paul McNamara, will be joining
the United Bankshares' Board of Directors, as well as the United Bank-Virginia
Board.
United Bankshares, Inc. Announces...
April 7, 2003
Page Two
Consummation of the proposed merger is subject to certain conditions, among
them, regulatory approval and approval by the shareholders of Sequoia. The
transaction is expected to be consummated during the fourth quarter of 2003.
Following completion of the proposed merger with Sequoia, United will have
consolidated assets of over $6.4 billion with 97 full service offices in West
Virginia, Virginia, Maryland, Ohio and Washington, D.C. The combined company
would be among the top performing banking companies in the nation. 2002
represented the 29/th/ consecutive year of dividend increases to United
Bankshares' shareholders.
United Bankshares stock is traded on the NASDAQ (National Association of
Securities Dealers Quotation System) National Market System under the quotation
symbol "UBSI".
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements about (i) the benefits of
a merger (the "Merger") between Sequoia Bancshares, Inc. ("Sequoia") and United
Bankshares, Inc. ("United"), including future financial and operating results,
cost savings enhancements to revenue and accretion to reported earnings that may
be realized from the Merger; (ii) United's and Sequoia's plans, objectives,
expectations and intentions and other statements contained in this press release
that are not historical facts; and (iii) other statements identified by words
such as "expects" "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," "targets," "projects," or words of similar meaning generally
intended to identify forward-looking statements. These forward-looking
statements are based upon the current beliefs and expectations of the respective
managements of United and Sequoia and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are beyond the control of United and Sequoia. In addition, these
forward-looking statements are subject to assumptions with respect to future
business strategies and decisions that are subject to change. Actual results may
differ materially from the anticipated results discussed in these
forward-looking statements because of numerous possible uncertainties.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of United and Sequoia may not be
combined successfully, or such combination may take longer, be more difficult,
time-consuming or costly to accomplish than expected; (2) the expected growth
opportunities or cost savings from the Merger may not be fully realized or may
take longer to realize than expected; (3) deposit attrition, operating costs,
customer losses and business disruption following the Merger, including adverse
effects on relationships with employees, may be greater than expected; (4) the
regulatory approvals required for the Merger may not be obtained on the proposed
terms or on the anticipated schedule; (5) the stockholders of Sequoia may fail
to approve the Merger; (6) legislative or regulatory changes, including changes
in accounting standards, may adversely affect the businesses in which United and
Sequoia are engaged; (7) the interest rate environment may further compress
margins and adversely affect net interest income; (8) results may be adversely
affected by continued diversification of assets and
United Bankshares, Inc. Announces...
April 7, 2003
Page Three
adverse changes to credit quality; (9) competition from other financial services
companies in United's and Sequoia's markets could adversely affect operations;
(10) an economic slowdown could adversely affect credit quality and loan
originations; and (11) the involvement of the United States and its allies in
the war in southwest Asia could have unpredictable negative affects on United's
and Sequoia's businesses and the economy. Additional factors, that could cause
actual results to differ materially from those expressed in the forward-looking
statements are discussed in Sequoia's reports that are made available to the
public from time to time and United's reports (such as Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with
the Securities and Exchange Commission and available on the SEC's Internet site
(http://www.sec.gov).
United and Sequoia caution that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
the proposed transaction or other matters attributable to United or Sequoia or
any person acting on their behalf are expressly qualified in their entirety by
the cautionary statements above. United and Sequoia do not undertake any
obligation to update any forward-looking statement to reflect circumstances or
events that occur after the date the forward-looking statements are made.
Additional Information About the Merger and Where to Find It
Shareholders of Sequoia and other investors are urged to read the proxy
statement/prospectus that will be included in the registration statement on Form
S-4 that United will file with the Securities and Exchange Commission in
connection with the proposed merger because it will contain important
information about United, Sequoia, the merger, the persons soliciting proxies in
the merger and their interests in the merger and related matters. Investors will
be able to obtain all documents filed with the SEC by United free of charge at
the SEC's Internet site (http://www.sec.gov). In addition, documents filed with
the SEC by United will be available free of charge from the Corporate Secretary
of United Bankshares, Inc., 514 Market Street, Parkersburg, West Virginia 26101
telephone (304) 424-8800. Read the proxy statement/prospectus carefully before
making a decision concerning the merger.
[UNITED BANKSHARES, INC. LOGO]