Old Point Finl SEC Filings

Old Point Financial Corporation (OPOF) filed a Form 8-K/DEFA14A to provide supplemental disclosures related to its pending merger with TowneBank. Two shareholder suits and several demand letters allege the original proxy statement omitted material information, violating Sections 14(a) and 20(a) of the Exchange Act. While the companies believe the claims are meritless, they opted to amend the proxy to avoid potential delays, costs and injunction risk.

Key additions include:

• Insertion of a new risk factor highlighting ongoing and potential litigation that could delay or block the transaction and increase indemnification and defense costs.
• Clarification that 13 institutions were contacted during the sale process; 12 entered confidentiality agreements without stand-still clauses, including TowneBank on 13-Jan-2025.
• Expanded valuation detail from KBW’s fairness opinion: for TowneBank comparable companies, price-to-TBV ranged 52%-276% and P/E (LTM) 10.7x-19.4x; for Old Point comparables, price-to-TBV 70%-186% and P/E (LTM) 5.7x-28.2x.
• Additional metrics on 25 selected bank M&A deals, including price-to-TBV 74%-192% and core deposit premiums (4.1%)-13.4%.
• Updated pro-forma impact: merger expected to be EPS-accretive to TowneBank by 8.3% (2026) and 10.1% (2027) but dilutive to tangible book value by 6.0% at closing (assumed 31-Dec-2025).

The companies expressly deny wrongdoing and state the new information is not legally required. Nonetheless, by enhancing transparency they aim to expedite shareholder approval and regulatory clearance.

Old Point Financial Corporation (OPOF) filed a Form 8-K to provide supplemental disclosures regarding its pending merger with TowneBank. The additional information is intended to address two shareholder complaints and several demand letters that allege the proxy statement/offering circular issued on 29 May 2025 omits material facts in violation of federal securities laws.

Litigation status. Two substantially similar complaints (Michael Clark v. Old Point and Ken Conner v. Old Point) were filed in the New York Supreme Court on 12 June 2025. The plaintiffs seek damages and/or an injunction that could delay or block the merger. Old Point and TowneBank believe the claims are without merit but are providing extra detail to avoid potential delay and limit litigation costs.

Key supplemental disclosures.

• New risk factor highlighting that current and potential future litigation could delay completion, require payment of damages, and increase costs.
• Clarification that 13 potential partners were contacted during the sale process; 12 signed confidentiality agreements—none contained stand-still or “don’t ask, don’t waive” clauses.
• Expanded valuation data from Keefe, Bruyette & Woods (KBW) for both TowneBank and Old Point comparable company analyses, including low/high multiples for price-to-tangible book (52%–276% TowneBank peers; 70%–186% Old Point peers) and various EPS multiples.
• Additional ranges for selected precedent transactions: price-to-TBV 74%–192%, core LTM EPS 7.7x–32.1x, core deposit premiums (4.1%)–13.4%, and one-day market premiums (1.3%)–81.7%.
• Updated KBW pro-forma analysis: the merger is projected to be accretive to TowneBank’s EPS by 8.3% in 2026 and 10.1% in 2027 but dilutive to tangible book value per share by 6.0% at closing (assumed 31 Dec 2025).

Investor implications. The new risk factor underscores litigation-related closing risk, potential cost escalation, and the chance of an injunction. Conversely, the detailed valuation data improves transparency and supports the boards’ view that the transaction is financially compelling for TowneBank despite modest tangible book dilution. No change has been made to purchase consideration, timing, or other material terms of the agreement.