Press Release

First United Clarifies Driver's Misleading Statements Regarding Regulatory Actions

Driver Mischaracterizes Settlement with Regulator that Found Sufficient Evidence of Violations of Maryland Law

Vote on the BLUE Proxy Card Today for First United's Highly Qualified Candidates: John W. McCullough; John F. Barr; Brian R. Boal; and Marisa A. Shockley

First United Reminds Shareholders to Revoke Votes on Driver's WHITE Card by Voting on First United's BLUE Card

Company Release - 5/27/2020 7:00 AM ET

OAKLAND, Md., May 27, 2020 /PRNewswire/ -- First United Corporation (NASDAQ: FUNC) ("First United" or the "Company"), a bank holding company and the parent company of First United Bank & Trust (the "Bank"), today issued the below statement in response to Driver Management Company LLC's ("Driver") press release filed on May 26, 2020:

Driver has issued another misleading message to shareholders of First United.  Yesterday, Driver inaccurately characterized its negotiated Settlement Agreement and Consent Order with the Maryland Commissioner of Financial Regulation (the "Maryland Commissioner") as an exoneration, or proof that it did not violate Maryland law. The settlement Driver references is one in which the regulator simply agreed not to take enforcement action against Driver, as long as Driver, among other things, agreed to not violate Maryland law going forward. 

Importantly, shareholders should be aware of the actual facts: on May 14, 2020, the Maryland Commissioner notified Driver that the Maryland Commissioner had concluded his investigation and that his staff found sufficient evidence to find that Driver violated Maryland's stock acquisition statute, the remedy for which is a five-year prohibition on Driver voting its shares.  This letter noted that a copy was being sent to First United so that First United could consider the impact of the Maryland Commissioner's conclusion on the upcoming annual meeting of shareholders.  This voting prohibition is required by statute if a violation of Maryland's stock acquisition statute is found to exist.

Driver's settlement agreement with the Maryland Commissioner does not resolve the issue of whether Driver's violation of the stock acquisition statute prohibits it from voting its shares for a period of five years, including at the upcoming annual meeting.  Nor does it resolve the issue of whether Driver's nominations are valid under First United's bylaws or Maryland law.  We asked a Maryland State Court last week for declaratory relief to provide clarification on these two issues, after Driver threatened to sue us.  We will continue to seek this determination in order to provide the clarity that is needed for our shareholders.  

The Maryland Commissioner's letter to Driver and their settlement are attached to this release.

YOUR VOTE IS IMPORTANT
VOTE FOR FIRST UNITED'S NOMINEES ON THE BLUE PROXY CARD TODAY

If you have already voted a WHITE proxy card, you may revoke that vote by voting the enclosed BLUE proxy card today.

If you have any questions or require any assistance with respect to voting your shares, please contact the Company's proxy solicitor, Morrow Sodali LLC:

509 Madison Avenue, Suite 1206
New York, NY 10022

Toll Free: (800) 662-5200
E-mail: FirstUnitedCorp@MorrowSodali.com

Shareholder Contact
Morrow Sodali LLC
Mike Verrechia/Bill Dooley
(800) 662-5200
FirstUnitedCorp@MorrowSodali.com

Media Contact
Prosek Partners
Brian Schaffer / Josh Clarkson / Kristen Duarte
(646) 818-9229 / (646) 818-9259 / (646) 818-9074
bschaffer@prosek.com / jclarkson@prosek.com / kduarte@prosek.com

ABOUT FIRST UNITED CORPORATION

First United Corporation is the parent company of First United Bank & Trust, a Maryland trust company with commercial banking powers, and two statutory trusts that were used as financing vehicles.  The Bank has four wholly-owned subsidiaries: OakFirst Loan Center, Inc., a West Virginia finance company; OakFirst Loan Center, LLC, a Maryland finance company; First OREO Trust, a Maryland statutory trust that holds and services real estate acquired by the Bank through foreclosure or by deed in lieu of foreclosure; and FUBT OREO I, LLC, a Maryland company that likewise holds and services real estate acquired by the Bank through foreclosure or by deed in lieu of foreclosure.  The Bank also owns 99.9% of the limited partnership interests in Liberty Mews Limited Partnership; a Maryland limited partnership formed for the purpose of acquiring, developing and operating low-income housing units in Garrett County, Maryland.  The Corporation's website is www.mybank.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995.  Forward-looking statements do not represent historical facts, but are statements about management's beliefs, plans and objectives about the future, as well as its assumptions and judgments concerning such beliefs, plans and objectives.  These statements are evidenced by terms such as "anticipate," "estimate," "should," "expect," "believe," "intend," and similar expressions.  Although these statements reflect management's good faith beliefs and projections, they are not guarantees of future performance and they may not prove true.  These projections involve risk and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements.  For a discussion of these risks and uncertainties, see the section of the periodic reports that First United Corporation files with the Securities and Exchange Commission (the "SEC") entitled "Risk Factors".

IMPORTANT ADDITIONAL INFORMATION

First United, its directors and certain of its executive officers will be deemed to be participants in the solicitation of proxies from First United's shareholders in connection with the Annual Meeting. First United has filed a definitive proxy statement and a BLUE proxy card with the SEC in connection with any such solicitation of proxies from First United shareholders. SHAREHOLDERS OF FIRST UNITED ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING BLUE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, are set forth in the definitive proxy statement and other materials filed with the SEC in connection with the Annual Meeting. Shareholders can obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by First United with the SEC at no charge at the SEC's website www.sec.gov. Copies are also available at no charge at First United's website at http://investors.mybank.com/.

 

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SOURCE First United Corporation

 
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