WesBanco, Inc. ("WesBanco") (Nasdaq:WSBC) and ESB Financial
Corporation ("ESB") (Nasdaq:ESBF) jointly announced today that they
have executed a definitive Agreement and Plan of Merger providing
for the merger of ESB with and into WesBanco. James C. Gardill,
Chairman of the Board, and Todd F. Clossin, President & CEO, of
WesBanco and William B. Salsgiver, Chairman of the Board, and
Charlotte A. Zuschlag, President & CEO, of ESB, made the joint
announcement.
Under the terms of the Agreement and Plan of Merger, which has
been unanimously approved by the board of directors of both
companies, WesBanco will exchange a combination of its common stock
and cash for ESB common stock. ESB shareholders will receive 0.502
shares of WesBanco common stock and cash in the amount of $1.76 per
share for each share of ESB common stock for a total value of
approximately $17.65 per share or $324.4 million in aggregate. The
exchange ratio is based on the average closing price of WesBanco
common stock of $31.66 over the 15 day period ending on October 27,
2014. The merger is expected to qualify as a tax-free
reorganization. The transaction values ESB at a price to tangible
book value per share of 191% and a price to last twelve months
earnings ended September 30, 2014 of 18.1 times.
Todd F. Clossin, President and Chief Executive Officer of
WesBanco, stated, "This transaction leverages our existing presence
in the Pittsburgh market, expands our franchise, strengthens our
leadership position and builds on our previous momentum in
Pittsburgh and Western Pennsylvania. With the acquisition of ESB,
WesBanco will become a top 10 player in this important market. ESB
is a well-established institution with a very strong franchise and
exceptional customer service culture. We believe we can provide
customers of those offices with a broader array of banking
services, including expanded commercial and mortgage lending
capabilities as well as leverage our trust and wealth management
services.”
The transaction is expected to be 3% accretive to earnings in
2015, excluding one-time charges, and 9-10% accretive to earnings
in 2016 and beyond. Earn back of tangible book value dilution is
anticipated to be 2.4 years using the incremental retained earnings
approach and approximately 5.4 years using the cross-over approach,
including all one-time charges. The acquisition is subject to the
approvals of the appropriate banking regulatory authorities and the
approval vote of the shareholders of both ESB and WesBanco. It is
expected that the transaction should be completed in the first or
second quarter of 2015.
"We are excited about the opportunity to partner with ESB in
building a stronger franchise in the Pittsburgh and Western
Pennsylvania region. ESB is an outstanding community-based
financial institution which mirrors the commitment and culture of
our community banking organization. Together we can create a
regional, service-based financial institution in a robust and
expanding market," said WesBanco Chairman of the Board, James C.
Gardill.
William B. Salsgiver, Chairman of the Board of ESB stated, “We
are excited to be joining with WesBanco and believe that the
combination will benefit our shareholders, customers and the
communities we serve.” Mr. Salsgiver continued, “I would personally
like to recognize and thank Charlotte Zuschlag and the entire
management team for their leadership over the past 25 plus years.
This transaction with WesBanco will take us to the next level.”
Charlotte A. Zuschlag, President and Chief Executive Officer of
ESB and ESB Bank, said, “We are thrilled to be joining with
WesBanco, which is a premier regional banking franchise. We are
excited about the new products and services that will be available
to our customers and the communities we serve. I believe that this
partnership will be a home run for the entire ESB family.”
At September 30, 2014, WesBanco had consolidated assets of
approximately $6.3 billion, deposits of $5.1 billion, loans of $4.0
billion and shareholders' equity of $789 million.
At September 30, 2014, ESB had consolidated assets of
approximately $1.9 billion, deposits of $1.3 billion, loans of $713
million and shareholders' equity of $205 million.
When the transaction is consummated, the combination of the two
banking companies will create a bank with approximately $8.2
billion in total assets providing banking services through 143
branch locations and 128 ATM's in three states. The transaction
will expand WesBanco's franchise by 23 offices located in the
Pittsburgh MSA and Lawrence County, western Pennsylvania.
As a result of the merger, WesBanco will add to its board Ms.
Zuschlag and another director of ESB or ESB Bank to be mutually
agreed upon. All of the directors and named executive officers of
ESB have entered into voting agreements with WesBanco pursuant to
which they have agreed to vote their shares in favor of the
transaction. The approximate four to six month time period leading
to the consummation of the merger has officials of both
organizations optimistic that organizing around customer service
and product delivery can be effected with as little employee
disruption as possible.
Financial advisors involved in the transaction were FBR Capital
Markets & Co., representing WesBanco, and Mufson Howe Hunter
& Company, LLC, representing ESB.
Legal representation in the transaction include Phillips Gardill
Kaiser & Altmeyer PLC, Wheeling, WV, and K&L Gates LLP,
Pittsburgh, PA, for WesBanco, and Silver, Freedman, Taff &
Tiernan LLP, Washington, D.C., for ESB.
Forward-looking Statements:
This press release contains certain forward-looking statements,
including certain plans, expectations, goals, and projections, and
including statements about the benefits of the merger between
WesBanco and ESB, which are subject to numerous assumptions, risks,
and uncertainties. Actual results could differ materially from
those contained or implied by such statements for a variety of
factors including: the businesses of WesBanco and ESB may not be
integrated successfully or such integration may take longer to
accomplish than expected; the expected cost savings and any revenue
synergies from the merger may not be fully realized within the
expected timeframes; disruption from the merger may make it more
difficult to maintain relationships with clients, associates, or
suppliers; the required governmental approvals of the merger may
not be obtained on the proposed terms and schedule; ESB's
shareholders may not approve the merger; WesBanco’s shareholders
may not approve the issuance of shares of WesBanco common stock in
connection with the merger; changes in economic conditions;
movements in interest rates; competitive pressures on product
pricing and services; success and timing of other business
strategies; the nature, extent, and timing of governmental actions
and reforms; and extended disruption of vital infrastructure; and
other factors described in WesBanco's 2013 Annual Report on Form
10-K, ESB's 2013 Annual Report on Form 10-K, and documents
subsequently filed by WesBanco and ESB with the Securities and
Exchange Commission, including both companies’ Form 10-Qs as of
March 31 and June 30, 2014 and both companies’ Form 8-K regarding
their net income for the quarter ended September 30, 2014. All
forward-looking statements included in this news release are based
on information available at the time of the release. Neither
WesBanco nor ESB assumes any obligation to update any
forward-looking statement.
Conference Call Information:
WesBanco and ESB will host a conference call and webcast to
discuss the Agreement and Plan of Merger on October 30, 2014 at
9:00 a.m. EDT. Investors, analysts and other interested parties may
access the teleconference and webcast at (888) 347-6607 or (412)
902-4290 for international callers. The call may also be listened
to via Webcast through the "Investor Relations" section of
WesBanco's web site at http://www.wesbanco.com or by registering at
http://www.videonewswire.com/event.asp?id=100913. Access to the
Webcast will begin approximately 15 minutes prior to the start of
the call. A replay of the call will be available shortly after the
conclusion of the call for a period of approximately 30 days. The
replay can be accessed by dialing (877) 344-7529 or (412) 317-0088
for international callers. The replay conference number is
10055489.
Additional Information About the Merger and Where to Find
It:
Shareholders of WesBanco and ESB and other interested parties
are urged to read the joint proxy statements/prospectus that will
be included in the Form S-4 registration statement that WesBanco
will file with the SEC in connection with the merger because it
will contain important information about WesBanco, ESB, the merger
and other related matters. A joint proxy statement/prospectus will
be mailed to the respective shareholders of WesBanco and ESB prior
to their respective shareholder meetings, which have not yet been
scheduled. In addition, when the registration statement, which will
include the joint proxy statements/prospectus and other related
documents, is filed by WesBanco with the SEC, it may be obtained
for free at the SEC's website at http://www.sec.gov, on the NASDAQ
website at http://www.nasdaq.com and from either the WesBanco or
ESB websites at http://www.wesbanco.com or at
http://www.esbbank.com.
Any questions should be directed to Todd F. Clossin, President
and Chief Executive Officer (304) 234-9202, James C. Gardill,
Chairman (304) 234-9216 or Robert H. Young, Executive Vice
President and Chief Financial Officer (304) 234-9447 of WesBanco,
or Charlotte A. Zuschlag, President & Chief Executive Officer
(724) 758-5584, William B. Salsgiver, Chairman (724) 758-5584 or
Frank D. Martz, Group Executive Vice President of Operations and
Secretary (724) 758-5584 of ESB.
Participants in the Solicitation:
WesBanco and ESB and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the shareholders of WesBanco and ESB in connection
with the proposed merger. Information about the directors and
executive officers of WesBanco is set forth in the proxy statement
for WesBanco’s 2014 annual meeting of shareholders, as filed with
the SEC on March 14, 2014. Information about the directors and
executive officers of ESB is set forth in the proxy statement for
ESB’s 2014 annual meeting of shareholders, as filed with the SEC on
March 14, 2014. Information about any other persons who may, under
the rules of the SEC, be considered participants in the
solicitation of WesBanco or ESB shareholders in connection with the
proposed merger will be included in the Joint Proxy
Statement/Prospectus. You can obtain free copies of these documents
from the SEC, WesBanco or ESB using the website information above.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About ESB:
ESB Financial Corp. is a thrift holding company incorporated
under the laws of the State of Pennsylvania and regulated by the
Board of Governors of the Federal Reserve System. ESB operates a
wholly-owned banking subsidiary, ESB Bank, which provides
depository, lending, and other financial services to individuals
and businesses in the Western Pennsylvania marketplace. ESB Bank is
a state-chartered savings bank regulated by the State of
Pennsylvania and insured by the Federal Deposit Insurance
Corporation (FDIC). ESB Bank operates 23 banking offices in western
Pennsylvania.
ESB's common stock currently trades on the Nasdaq Global Select
Market under the symbol "ESBF".
About WesBanco:
WesBanco is a multi-state bank holding company with total assets
of approximately $6.3 billion. WesBanco operates through 119 branch
locations and 105 ATMs in West Virginia, Ohio, and Pennsylvania.
Founded in 1870, WesBanco provides innovative retail and
commercial, trust, investment and insurance products and services.
WesBanco also offers retail and commercial financial services
online at www.wesbanco.com and www.wesmarkfunds.com and through
WesBancoLine, its 24-hour telephone banking service. WesBanco is
the second largest bank holding company headquartered in West
Virginia with the third overall deposit market share. WesBanco's
banking subsidiary is WesBanco Bank, Inc., headquartered in
Wheeling, West Virginia. In addition, WesBanco operates an
insurance brokerage company, WesBanco Insurance Services, Inc., and
a full service broker/dealer, WesBanco Securities, Inc.
Wesbanco's common stock trades on the Nasdaq Global Select
Market under the symbol "WSBC".
ESB Financial CorporationCharlotte A. Zuschlag, 724-758-5584
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