C&F Financial Corporation (NasdaqGS:CFFI) entered into an agreement to acquire Peoples Bankshares, Inc. (OTCPK:PBVA) for $21.5 million on August 13, 2019. Under the terms, each Peoples shareholder will receive the combination of 0.5366 shares of C&F common stock and $27.00 in cash per share. As part of the transaction, C&F Financial Corporation will also acquire Peoples Community Bank, subsidiary of Peoples Bankshares. Pursuant to the agreement, Peoples Bankshares will merge with and into C&F Financial Corporation, with C&F Financial Corporation as the surviving corporation. In the event of the termination, Peoples will pay C&F Financial a termination fee of $0.9 million. Following the merger, Tom Cherry will remain the President & Chief Executive Officer of C&F Financial Corporation and C&F Bank. Bob Bailey will join C&F as Senior Banking Officer for the Northern Neck region of Virginia.

Completion of the merger is subject to customary closing conditions, including receipt of required regulatory approvals and approval by the shareholders of Peoples Bankshares, effectiveness of the registration statement, approval of the listing on the Nasdaq Global Select Market of C&F Financial's common stock to be issued in the merger, the aggregate number of Dissenting Shares shall not represent 10% or more of the outstanding shares of Peoples Bankshares common stock, all of the Directors of Peoples Bankshares shall have entered into a support and non-competition agreement and such agreements shall be effective. The transaction has been unanimously approved by the Board of Directors of C&F Financial Corporation and Peoples Bankshares. On August 13, 2019, each of the directors of Peoples entered into a support agreement with C&F. As of October 18, 2019, the registration statement was declared effective. As of December 11, 2019, the transaction was approved by Peoples Bankshares shareholders. C&F Financial Corporation has also received the approvals of the Federal Reserve Bank of Richmond, the Federal Deposit Insurance Corporation, and the State Corporation Commission Bureau of Financial Institutions of the Commonwealth of Virginia. The transaction is expected to close in early 2020. As of December 19, 2019, the transaction is expected to close on January 1, 2020. After full realization of cost savings, C&F Financial Corporation expects to achieve earnings per share accretion of nearly 10% and an internal rate of return of over 20%.

Keefe, Bruyette & Woods, Inc. acted as financial advisor, Scott H. Richter, Lee Lester, Benjamin A. McCall, Nona Massengill, Anna Derewenda and Conrad Garcia of Williams Mullen acted as legal advisors to C&F Financial Corporation. Sandler O'Neill & Partners acted as financial advisor and fairness opinion provider, Jacob A. Lutz, Seth A. Winter and Jonathan Boyles of Troutman Sanders LLP acted as legal counsel to Peoples Bankshares. Regan & Associates, Inc. acted as proxy solicitor for Peoples Bankshares. Regan will receive fee not exceeding $3,500, including expenses. Sandler O'Neill received a $0.15 million fee from Peoples upon rendering its fairness opinion and $0.35 million as financial advisor fee, which is contingent upon the closing of the merger. American Stock Transfer & Trust Company, LLC acted as the registrar and transfer agent to C&F Financial Corporation..

C&F Financial Corporation (NasdaqGS:CFFI) completed the acquisition of acquire Peoples Bankshares, Inc. (OTCPK:PBVA) on January 1, 2020.