C&F Financial (CFFI) to Acquire Central Virginia Bank

C&F Financial Corporation (Nasdaq: CFFI) and Central Virginia Bankshares, Inc., jointly announce the signing of a definitive merger agreement pursuant to which C&F will acquire CVB in an all-cash transaction valued at $0.32 per common share, or approximately $855 thousand in the aggregate. In addition, subject to final documentation, C&F will redeem for $3.35 million all of CVB's preferred stock and warrants issued to the U.S. Treasury under the Capital Purchase Program, which totaled $13.24 million including unpaid dividends as of March 31, 2013. After the acquisition of CVB, the combined company's total assets will approximate $1.35 billion and total deposits will approximate $1.0 billion. This will rank the combined company sixth in terms of deposit market share among all banks in the Richmond MSA and it will offer retail banking services to its customers through a network of 25 branches. In addition, C&F's capital position will continue to exceed regulatory capital ratios for a well-capitalized bank holding company. The merger agreement has been unanimously approved by the boards of directors of both companies. The transaction is expected to close in the fourth quarter of 2013, pending regulatory approvals, the approval of CVB's shareholders and other customary closing conditions.

BB&T Capital Markets acted as financial advisor to C&F, and Davenport & Company LLC acted as financial advisor to CVB and rendered a fairness opinion to the Board of Directors of CVB in conjunction with this transaction. Troutman Sanders LLP served as legal counsel to C&F and Williams Mullen served as legal counsel to CVB.

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