Tompkins Financial Corporation (NYSE-AMEX:“TMP”) and VIST
Financial Corp (NASDAQ: “VIST”) announced today that they have
entered into a definitive merger agreement under which Tompkins
Financial will acquire VIST Financial Corp. Based on the average of
the closing prices of Tompkins Financial common stock for the 20
trading days ending January 24, 2012, the all stock transaction is
valued at approximately $86.0 million at the time of signing the
merger agreement, or $12.50 per VIST common share. Under the terms
of the merger agreement, VIST shareholders will receive 0.3127
shares of Tompkins Financial common stock for each share of VIST
common stock held, subject to adjustment as more fully described
later in this release.
Excluding one-time merger expenses, Tompkins Financial expects
the transaction to be accretive to earnings per share in the first
year and into the future. When the transaction is completed,
Tompkins Financial will have approximately $4.8 billion in assets,
$3.8 billion in deposits, and $2.9 billion in loans, with 67
banking offices. VIST Bank will operate as a subsidiary of Tompkins
Financial with a separate banking charter, local management team,
and local Board of Directors. Robert D. Davis will continue as
President and CEO of VIST Bank.
“The merger with VIST is very consistent with Tompkins’
long-term growth strategy,” said Stephen S. Romaine, President and
CEO of Tompkins Financial. “It gives Tompkins the opportunity to
expand into one of the most attractive markets in the mid-Atlantic
region with established locations and experienced staff. Although
southeastern Pennsylvania will be a new region for Tompkins, the
communities served by VIST have similar demographics to markets we
serve in New York State, where Tompkins Financial’s integrated
financial services model has been well received. VIST is located
about the same distance from our headquarters in Ithaca as our
Mahopac National Bank affiliate in NY’s Hudson Valley region, which
has grown substantially since joining Tompkins in 2000.”
“The affiliation with Tompkins will present opportunities for
VIST customers and shareholders,” said VIST Financial President and
CEO Robert D. Davis. “I am very pleased with the chemistry between
the two organizations. Both have a rich history of serving our
clients as a trusted advisor and serving our communities as an
outstanding corporate citizen.” Davis continued, “Partnering with
Tompkins will bring increased financial services capabilities for
our clients, while enabling VIST to continue our local identity as
an independent bank serving our community for more than a century.
VIST shareholders will receive an attractive premium to the recent
market price and the opportunity to invest in one of the region’s
premier financial services companies with a strong record of growth
in dividends and earnings.”
The Boards of Directors of both companies have approved the
transaction, which is expected to close early in the third quarter
of 2012, subject to required regulatory approvals and other
customary conditions, including required shareholder approval. It
is expected that VIST’s outstanding Series A preferred stock and
related warrants held by the U.S. Treasury under the TARP Capital
Purchase Program will be retired prior to closing.
Transaction Summary
The transaction is designed to deliver profitable growth while
maintaining superior credit quality and a well-capitalized balance
sheet.
- Selected data for the combined entity
on a pro-forma basis as of December 31, 2011:
- Assets: $ 4.8 billion
- Loans: $ 2.9 billion
- Deposits: $ 3.8 billion
- Branches: 67 in NY State and
Southeastern PA
- Maintain “well-capitalized” status
under all regulatory definitions
- Selected terms and metrics associated
with the transaction
- Purchase price of $12.50 in a 100%
stock transaction, representing an exchange ratio of 0.3127 based
on the 20 day average closing price for Tompkins of $39.98 as of
January 24, 2012.
- The exchange ratio is subject to
adjustment based on the average of the closing prices of Tompkins
Financial common stock for the 20 business days ending three
business days prior to the VIST shareholder meeting called to
consider the merger agreement (the “Average Closing Price”). If the
Average Closing Price is more than $43.98, the Exchange Ratio shall
be 0.2842; and if the Average Closing Price is less than $35.98,
the Exchange Ratio shall be 0.3475.
- Total transaction value of
approximately $86.0 million
- Tangible book value multiple of 1.18x
before purchase accounting adjustments
- 1.5% core deposit premium
Macquarie Capital acted as financial advisor to Tompkins
Financial Corporation, and Harris Beach PLLC served as legal
adviser to Tompkins. Stifel Nicolaus Weisel acted as financial
advisor to VIST Financial Corp., and Stevens & Lee P.C. acted
as legal adviser to VIST.
About Tompkins Financial Corporation
Tompkins Financial Corporation is a financial services company
with $3.4 billion in assets serving the Central, Western, and
Hudson Valley regions of New York State. Headquartered in Ithaca,
NY, Tompkins Financial is parent to Tompkins Trust Company, The
Bank of Castile, Mahopac National Bank, Tompkins Insurance
Agencies, Inc., and Tompkins Financial Advisors. Each Tompkins
Financial subsidiary operates with a community focus and local
decision-making, meeting the unique needs of the customers and
communities it serves. Founded in 1836, Tompkins has a strong
record of creating long-term value for shareholders, clients and
communities. For more information on Tompkins Financial, visit
www.tompkinsfinancial.com.
About VIST Financial Corp
Headquartered in Wyomissing, PA, VIST Financial Corp is a
financial services company with $1.4 billion in assets, $1.2
billion in deposits and $960 million in loans. It is parent to VIST
Bank, VIST Insurance, and VIST Capital Management. VIST Bank
operates as a community bank with 21 branch offices in southeastern
Pennsylvania, serving Berks, Montgomery, Philadelphia, Chester,
Delaware and Schuylkill Counties. For more information on VIST
Financial Corp, visit www.vistfc.com.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
Tompkins Financial and VIST Financial intend to file with the
SEC a joint proxy statement/prospectus and other relevant materials
in connection with the merger. The joint proxy statement/prospectus
will be mailed to the shareholders of Tompkins Financial and VIST
Financial. Investors and security holders of Tompkins Financial and
VIST Financial are urged to read the proxy statement/prospectus and
the other relevant materials when they become available because
they will contain important information about, Tompkins Financial,
VIST Financial and the merger.
In connection with the proposed merger, Tompkins Financial will
file a registration statement on Form S-4 with the SEC. The
registration statement will include the joint proxy statement for
Tompkins Financial and VIST Financial, which will also constitute a
prospectus of Tompkins Financial. The joint proxy
statement/prospectus and other relevant materials (when they become
available), and any other documents filed by Tompkins Financial or
VIST Financial with the SEC, may be obtained free of charge at the
SEC’s Web site at http://www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by VIST Financial by contacting VIST Financial Corp., 1240
Broadcasting Road, Wyomissing, Pennsylvania 19610, Attention:
Corporate Secretary or from VIST Financial’s Web site at
www.vistfc.com. Investors and security holders may obtain free
copies of the documents filed with the SEC by Tompkins Financial by
contacting Tompkins Financial Corporation, P.O. Box 460, Ithaca, NY
14851, Attention: Corporate Secretary, or from Tompkins Financial’s
web site at www.tompkinsfinancial.com.
Tompkins Financial, VIST Financial and their respective
directors, executive officers and certain other members of
management and employees may be deemed “participants” in the
solicitation of proxies from shareholders of Tompkins Financial and
VIST Financial in favor of the merger. Information regarding the
persons who may, under the rules of the SEC, be considered
participants in the solicitation of the shareholders of Tompkins
Financial and VIST Financial in connection with the proposed merger
will be set forth in the joint proxy statement/prospectus when it
is filed with the SEC. You can find information about the executive
officers and directors of Tompkins Financial in its Annual Report
on Form 10-K for the year ended December 31, 2010 and in its
definitive proxy statement filed with the SEC on April 13, 2011.
You can find information about VIST Financial’s executive officers
and directors in its Annual Report on Form 10-K for the year ended
December 31, 2010 and in its definitive proxy statement filed
with the SEC on March 22, 2011.
Investors and security holders are urged to read the joint proxy
statement/prospectus and the other relevant materials when they
become available before making any voting or investment decision
with respect to the merger.
Statements contained in this news release that are not
historical facts are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to risks and
uncertainties which could cause actual results to differ materially
from those currently anticipated due to a number of factors, which
include, but are not limited to, factors discussed in documents
filed by Tompkins Financial and VIST Financial with the SEC from
time to time. Neither Tompkins Financial nor VIST Financial
undertakes and both specifically disclaim any obligation to update
any forward-looking statement, whether written or oral, that may be
made from time to time by or on behalf of Tompkins Financial or
VIST Financial.
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