ELKIN and CHARLOTTE, North Carolina - Yadkin Valley Financial Corporation (Nasdaq: YAVY) and American Community Bancshares, Inc., (Nasdaq: ACBA) today announced that they have entered into a definitive agreement whereby Yadkin Valley Financial Corporation and its wholly owned subsidiary, Yadkin Valley Bank and Trust Company will acquire American Community Bancshares, Inc., and its subsidiary, American Community Bank, for a total value of approximately $92 million.   American Community Bancshares shareholders will have the right to receive either $12.35 in cash or .8517 Yadkin Valley Financial shares for each American Community share, subject to the limitations that 19.5% of total consideration is to be paid in cash and 80.5% in Yadkin Valley Financial shares. Those American Community shares exchanged for stock will convert to Yadkin Valley Financial shares in a tax free exchange. Cash will also be paid in lieu of fractional shares.    The total transaction value represents 168% of American Community’s book value, 207% of tangible book value, 17.4% of total assets, a 19.5% core deposit premium, and 23 times American Community’s trailing twelve months net income.  Closing of the transaction, which is expected to occur no later than the beginning of the first quarter of 2009, is subject to certain conditions, including approval by Yadkin Valley and American Community shareholders as well as regulatory approval.  

Yadkin Valley Financial Corporation is being represented in the merger transaction by The Carson Medlin Company as financial advisor.