NASDAQ CM
VYFC

Valley Financial Corporation

Shareholder Corporation Litigation

Rigrodsky & Long, P.A. Announces Investigation Of Valley Financial Corporation (NASDAQ CM: VYFC) Buyout

Rigrodsky & Long, P.A. announces that it is investigating potential legal claims against the board of directors of Valley Financial Corporation (“Valley Financial” or the “Company”) (NASDAQ CM: VYFC) regarding possible breaches of fiduciary duties and other violations of law related to the Company’s entry into an agreement to be acquired by BNC Bancorp (“BNC”) (NASDAQ CM: BNCN), in a transaction valued at approximately $101.3 million.

Under the terms of the agreement, Valley Financial shareholders will receive a fixed price of $20.50 for each share of Valley Financial common stock, payable in shares of BNC common stock based upon the 20-day volume weighted average price (“VWAP”) of BNC common stock prior to the closing of the merger, subject to minimum and maximum exchange ratios.  If the VWAP immediately prior to the merger is greater than or equal to $18.50 then each share of Valley common stock shall be converted into 1.1081 shares of BNC common stock (the "Minimum Exchange Ratio").  If the VWAP immediately prior to the merger is less than $14.25, then each share of Valley common stock shall be converted into 1.4386 shares of BNC common stock (the "Maximum Exchange Ratio").

The investigation concerns whether Valley Financial’s board of directors failed to adequately shop the Company and obtain the best possible value for Valley Financial’s shareholders before entering into an agreement with BNC.

If you own the common stock of Valley Financial and purchased your shares before November 17, 2014, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky or Gina M. Serra at Rigrodsky & Long, P.A., 2 Righter Parkway, Suite 120, Wilmington, DE 19803, by telephone at (888) 969-4242; by e-mail to info@rl-legal.com.

Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly prosecutes securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, on behalf of shareholders in states and federal courts throughout the United States.

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