SOURCE: Yadkin Valley Financial Corporation

Yadkin Valley Financial Corporation

February 23, 2009 14:29 ET

Yadkin Valley Financial Announces Adjournment of Its Special Shareholders Meeting

ELKIN, NC--(Marketwire - February 23, 2009) - Yadkin Valley Financial Corporation (NASDAQ: YAVY) today announced that its board of directors has unanimously agreed (with one abstention) to adjourn the special meeting of its shareholders for approximately two weeks after the originally scheduled meeting date in order to provide updated disclosures to its shareholders. Because the original proxy materials were mailed to shareholders prior to the release earlier this month of preliminary year-end financial results by both Yadkin Valley and American Community Bancshares, Inc., the Company will update the proxy materials to include summaries of these recently released year-end results. Yadkin Valley anticipates sending supplemental proxy materials to its shareholders by the end of this week and will include the date and time at which the meeting will be reconvened. The record date for the meeting will remain unchanged as January 15, 2009.

In addition, Yadkin Valley also confirmed, by a nine-to-five vote, its recommendation that Yadkin Valley shareholders approve Yadkin Valley's proposed merger with American Community. In addition, Yadkin Valley's management team remains fully committed to the merger. As previously noted, Yadkin Valley continues to believe there are many significant opportunities for the combined company through this merger, which include:

--  Expansion into Charlotte/Mecklenburg County market, which the Company
    believes is one of the most demographically attractive markets within the
    Southeast;
--  Expansion into South Carolina through American Community's offices in
    South Carolina, a region that is expected to contribute to asset growth;
--  Franchise enhancement through a larger branch network and an improved
    ability to serve customers, leading to an increase in asset size and
    economies of scale;
--  A stronger competitive position in one of the Southeast's most
    populated regions;
--  Broader geographic diversification that the Company believes will
    reduce the credit risk concentration for both banks; and
--  The creation of a premier community banking franchise across the
    Carolinas.
    

American Community's shareholders' meeting to approve the merger will be held as originally scheduled on February 26, 2009. Yadkin Valley anticipates the closing of the merger to occur as soon as practicably possible following approval of the merger by both companies' shareholders.

Additional Information About the Merger and Where to Find It

In connection with the proposed merger, Yadkin and American Community filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 containing a definitive joint proxy statement/prospectus. The Form S-4 was declared effective by the SEC on January 16, 2009, and the joint proxy statement/prospectus was first mailed to shareholders of Yadkin and American Community on or about January 20, 2009. Each of Yadkin and American Community may also file with the SEC other documents regarding the proposed merger. Shareholders may obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Yadkin and American Community, at the Securities and Exchange Commission's internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the Securities and Exchange Commission that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to William A. Long, President and CEO, Yadkin Valley Financial Corporation, 209 North Bridge Street, Elkin, North Carolina 28621-3404, (336-526-6300), or to Randy P. Helton, President, CEO, and Chairman, American Community Bancshares, Inc., 4500 Cameron Valley Parkway, Suite 150, Charlotte, NC 28211, (704-225-8444), or by accessing Yadkin Valley's website at http://www.yadkinvalleybank.com under "Documents" within the Investor Relations section or American Community's website at http://www.americancommunitybank.com under "About Us/Investor Relations/SEC Filings."

The information on Yadkin Valley's and American Community's websites is not, and shall not be deemed to be, a part of this letter or incorporated into other filings either company makes with the SEC.

SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

Yadkin and American Community and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Yadkin and American Community in connection with the combination. Information about the directors and executive officers of Yadkin and their ownership of Yadkin common stock is set forth in the proxy statement, filed April 15, 2008, for Yadkin Valley's 2008 annual meeting of shareholders, as filed with the SEC on Schedule 14A. Information about the directors and executive officers of American Community and their ownership of American Community common stock is set forth in the proxy statement, filed April 17, 2008, for American Community's 2008 annual meeting of shareholders, as filed with the SEC on Schedule 14A. Additional information regarding the interests of those participants may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction.

FORWARD-LOOKING STATEMENTS

This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include but are not limited to (1) statements about the benefits of the combination of Yadkin and American Community, including future financial and operating results, cost savings, and enhanced revenues, (2) statements with respect to Yadkin's and American Community's plans, objectives, expectations and intentions and other statements that are not historical facts, and (3) other statements identified by words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," and "projects," as well as similar expressions. These statements are based upon the current beliefs and expectations of Yadkin's and American Community's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

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) expected revenue synergies and cost savings from the combination may not be fully realized or realized within the expected time frame; (2) revenues following the combination may be lower than expected; (3) the ability to obtain governmental approvals of the combination on the proposed terms and schedule; (4) the failure of either company's shareholders to approve the combination; (5) competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues; (6) the strength of the United States economy in general and the strength of the local economies in which the combined company will conduct operations may be different than expected resulting in, among other things, a deterioration in the credit quality or a reduced demand for credit, including the resultant effect on the combined company's loan portfolio and allowance for loan losses; (7) the rate of delinquencies and amounts of charge-offs, the level of allowance for loan loss, the rates of loan growth, or adverse changes in asset quality in either Yadkin's or American Community's loan portfolio, which may result in increased credit risk-related losses and expenses; (8) changes in the U.S. legal and regulatory framework; and (9) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) and the impact of such conditions on the combined company. Additional factors that could cause Yadkin's or American Community's results to differ materially from those described in the forward-looking statements can be found in Yadkin's and American Community'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 at the SEC's Internet site (http://www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Yadkin and American Community or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Yadkin and American Community 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.

Contact Information

  • For additional information contact:

    William A. Long
    President and CEO

    Edwin E. Laws
    CFO
    (336) 526-6300

    Megan Malanga
    Nvestcom Investor Relations
    (954) 781-4393
    Email Contact