Touchstone Bankshares, Inc. Declares Pro Rata Annual Cash Dividend in Anticipation of the Proposed Merger with First National Corporation

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Sep 19, 2024, 07:00 ET

PRINCE GEORGE, Va., Sept. 19, 2024 /PRNewswire/ -- Touchstone Bankshares, Inc. (the "Company") (OTC Pink: TSBA) announced today that its Board of Directors has declared a pro rata annual cash dividend in anticipation of its previously announced merger (the "Merger") with First National Corporation ("First National") (NASDAQ: FXNC).

The pro rata annual cash dividend will be $0.16 per share of the Company's common and preferred stock and is payable on September 27, 2024 to the shareholders of record as of September 20, 2024. The amount of the dividend is equal to the pro rata portion of the Company's typical annual dividend based on the number of days elapsed in 2024 through the anticipated closing of the Merger less the portion of 2024 for which the Company's shareholders are expected to receive a First National dividend after the closing of the Merger.

The Company and First National anticipate closing the Merger in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions.

About Touchstone Bankshares, Inc.

Touchstone Bankshares, Inc. is the bank holding company for Touchstone Bank (the "Bank"). Most of the Company's business activities are conducted through the Bank. The Bank is a full-service community bank headquartered in Prince George, Virginia. The Bank has ten branches serving Southern and Central Virginia and two branches and two loan centers serving Northern North Carolina. Visit www.touchstone.bank for more information.

Forward-Looking Statements

In addition to historical information, this press release may contain certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. For this purpose, any statement that is not a statement of historical fact may be deemed to be a forward-looking statement. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, the completion and benefits of the Merger with First National; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between the Company and First National; the outcome of any legal proceedings that may be instituted against the Company or First National; the possibility that the proposed Merger will not close when expected or at all because other conditions to the closing are not satisfied on a timely basis or at all; the ability of the Company and First National to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed Merger; the risk that any announcements relating to the proposed Merger could have adverse effects on the market price of the common stock of either or both parties to the proposed Merger; the possibility that the anticipated benefits of the proposed Merger will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where the Company and First National do business; certain restrictions during the pendency of the proposed Merger that may impact the parties' ability to pursue certain business opportunities or strategic transactions; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the Merger within the expected timeframes or at all and to successfully integrate the Company's operations and those of First National, which may be more difficult, time-consuming or costly than expected; revenues following the proposed Merger may be lower than expected; the Company's and First National's success in executing their respective business plans and strategies and managing the risks involved in the foregoing; effects of the announcement, pendency or completion of the proposed Merger on the ability of the Company and First National to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; changes in interest rates and general economic conditions; the legislative/regulatory climate; monetary and fiscal policies of the U.S. Government; the quality or composition of the loan or investment securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the Company's market area; mergers, acquisitions and dispositions; implementation of new technologies and the ability to develop and maintain secure and reliable electronic systems; and tax and accounting rules, principles, policies and guidelines.

SOURCE Touchstone Bankshares, Inc.