Filed
by
National Penn Bancshares, Inc.
pursuant
to Rule 425 under the
Securities
Act of 1933, as amended
and
deemed filed pursuant to Rule 14a-12 under the
Securities
and Exchange Act of 1934, as amended
Subject
Company: KNBT Bancorp, Inc.
Filer’s
Commission File No.: 000-22537-01
PRESS
RELEASE
National
Penn Media Contact:
Ms.
Catharine Bower, VP & Communications Manager
610-369-6618
csbower@natpennbank.com
Christiana
Media and Investor Contact:
Mr.
Chris
J. Cusatis, SVP & CFO
302-888-7730
ccusatis@christianabank.com
NATIONAL
PENN BANCSHARES, INC. RECEIVES
REGULATORY
APPROVAL TO ACQUIRE
CHRISTIANA
BANK & TRUST COMPANY OF DELAWARE
Boyertown,
Pa. and Greenville, Del., November 7, 2007 — National Penn Bancshares, Inc.
(Nasdaq: NPBC), the parent company of National Penn Bank, and Christiana Bank
& Trust Company (OTCBB: CBTD) announced today that the Board of Governors of
the Federal Reserve System, the Federal Deposit Insurance Corporation and the
Delaware Banking Commissioner have each approved National Penn’s pending
acquisition of Christiana. Pursuant to the terms of the merger
agreement, the exchange ratio has been finalized as either $37.69 in cash or
2.241 shares of National Penn common stock for each share of Christiana common
stock. The elections of Christiana stockholders are further subject
to allocation procedures that are intended to result in the exchange of 20%
of
the Christiana shares for cash and the remaining 80% for shares of National
Penn
common stock.
Christiana
stockholders will consider the pending transaction at a special meeting of
stockholders to be held on December 14, 2007. Subject to receipt of
Christiana stockholders’ approval and satisfaction of other customary closing
conditions, closing is expected to occur on January 4, 2008.
Based
upon data as of September 30, 2007, upon completion of the acquisition, National
Penn expects to have assets in excess of $5.9 billion and trust assets under
administration or management in excess of $7.1 billion.
National
Penn and Christiana announced this transaction on June 25, 2007. The
acquisition will further diversify National Penn’s revenue base and add a
growing business with the “Delaware Advantage” to the company’s network of banks
and financial services companies in Pennsylvania and Maryland.
About
National Penn Bancshares, Inc.:
National
Penn is a $5.76 billion asset financial services company operating 81 offices
in
Pennsylvania through National Penn Bank and its FirstService Bank, HomeTowne
Heritage Bank, Nittany Bank, and Peoples Bank of Oxford
divisions. The Peoples Bank of Oxford division also operates one
community office in Cecil County, Maryland.
National
Penn's financial services affiliates consist of National Penn Investors Trust
Company; National Penn Capital Advisors, Inc.; Vantage Investment Advisors,
LLC;
National Penn Insurance Agency, Inc.; and National Penn Leasing
Company.
National
Penn common stock is traded on the Nasdaq Stock Market under the symbol
"NPBC." Additional information about the National Penn family is
available on the company's Web site at
www.nationalpennbancshares.com.
About
Christiana Bank & Trust Company:
Christiana,
headquartered in Greenville, Delaware, is listed on the OTC Bulletin Board
under
the symbol "CBTD." As of September 30, 2007, Christiana had $163.7
million in assets, $140.6 million in deposits and 58 employees. In
addition, Christiana had $3.8 billion in trust assets under
administration. Christiana provides personal and commercial banking
as well as trust and asset management services from locations in Greenville
and
Wilmington, Delaware. In addition, Christiana Corporate Services,
Inc., a wholly owned subsidiary of Christiana, provides commercial domicile
and
agency services in Delaware. Monarch Management Services LLC, wholly
owned by Christiana Corporate Services, Inc., provides commercial domicile
services in Delaware. Christiana Trust Company LLC, a Nevada
non-depository trust company, wholly owned by Christiana, provides commercial
domicile and trust services in Nevada.
Cautionary
Statement Regarding Forward-Looking Information:
This
release contains forward-looking information about National Penn, Christiana
and
the combined operations of National Penn and Christiana after the completion
of
the transactions described in the release that are intended to be covered by
the
safe harbor for forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
statements that are not historical facts. These statements can be
identified by the use of forward-looking terminology such as "believe,"
"expect," "may," "will," "should,'' "project," "plan,'' "seek," "intend,''
or
"anticipate'' or the negative thereof or comparable terminology, and include
discussions of strategy, financial projections and estimates and their
underlying assumptions, statements regarding plans, objectives, expectations
or
consequences of the transactions, and statements about the future performance,
operations, products and services of the companies and their
subsidiaries. National Penn and Christiana caution readers not to
place undue reliance on these statements.
National
Penn’s and Christiana’s businesses and operations, as well as their combined
business and operations following the completion of the transactions described
in the release, are and will be subject to a variety of risks, uncertainties
and
other factors. Consequently, their actual results and experience may
materially differ from those contained in any forward-looking
statements. Such risks, uncertainties and other factors that could
cause actual results and experience to differ from those projected include,
but
are not limited to, the following: ineffectiveness of their business strategy
due to changes in current or future market conditions; the effects of
competition, and of changes in laws and regulations on competition, including
industry consolidation and development of competing financial products and
services; interest rate movements; inability to achieve merger-related
synergies; difficulties in integrating distinct business operations, including
information technology difficulties; disruption from the transaction making
it
more difficult to maintain relationships with customers and employees, and
challenges in establishing and maintaining operations in new
markets. The foregoing review of important factors should be read in
conjunction with the other cautionary statements that are included in National
Penn’s Annual Report on Form 10-K for the fiscal year ended December 31,
2006. See “Additional Information About This Transaction”
below. Neither National Penn nor Christiana makes any commitment to
revise or update any forward-looking statements in order to reflect events
or
circumstances occurring or existing after the date any forward-looking statement
is made.
Additional
Information About This Transaction:
National
Penn has filed a registration statement on Form S-4 in connection with the
transaction, and together with Christiana, has mailed a proxy
statement/prospectus to Christiana stockholders in connection with the
transaction. Stockholders are urged to read the proxy
statement/prospectus because it contains important information. You
may obtain a free copy of the proxy statement/prospectus as well as other
filings containing information about National Penn, at the SEC's web site at
www.sec.gov. A free copy of the proxy statement/prospectus, and the
filings with the SEC that will be incorporated by reference in the proxy
statement/prospectus, may also be obtained from National Penn or Christiana,
by
directing the request to either of the following persons:
Ms.
Sandra L. Spayd
|
Mr.
Chris J. Cusatis
|
Corporate
Secretary
|
Senior
Vice President and Chief Financial Officer
|
National
Penn Bancshares, Inc.
|
Christiana
Bank & Trust Company
|
Philadelphia
and Reading Avenues
|
3801
Kennett Pike
|
Boyertown,
PA 19512
|
Greenville,
DE 19807
|
(610)
369-6202
|
(302)
888-7730
|
# # #
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