Knbt Bancorp Inc (Other) (425)
14 11월 2007 - 5:03AM
Edgar (US Regulatory)
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 Exchange Act of 1934, as amended
Subject
Company: KNBT Bancorp, Inc.
Commission
File No.: 333-146617
National Penn Bancshares, Inc.
Positioned for Continued Success
in a Challenging Environment
Sandler O'Neill & Partners, L.P.
East Coast Financial Services Conference
Safe Harbor Regarding Forward Looking Statements
This presentation contains forward-looking information about National Penn Bancshares, Inc. (National Penn),
Christiana Bank and Trust Company (Christiana), KNBT Bancorp, Inc. (KNBT), and the combined operations of
National Penn, Christiana and KNBT after the mergers, that is 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,“ ”continue,
"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 KNBT caution readers not to
place undue reliance on these statements.
National Penn’s, Christiana’s and KNBT’s businesses and operations, as well as their combined business and
operations following the mergers, 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; volatilities in the securities markets; and deteriorating
economic conditions.
The foregoing review of important factors should be read in conjunction with the other cautionary statements and
risk factors included in National Penn’s and KNBT’s annual, quarterly and current reports and other filings with
the SEC. See the slides entitled “Additional Information About This Transaction” included in this presentation.
Neither National Penn, Christiana nor KNBT makes any commitment to publicly release any revision or update to
any forward-looking statements to reflect events or circumstances occurring after the date any forward-looking
statement is made or to reflect the occurrence of unanticipated events.
Additional Information about the
National Penn/Christiana Transaction
National Penn has filed a registration statement on Form S-4 in connection with the
Christiana transaction, and together with Christiana, have mailed a proxy
statement/prospectus to Christiana stockholders in connection with the transaction.
Shareholders are urged to read the proxy statement/prospectus because it
will contain important information about National Penn, Christiana and the
transaction. 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:
Sandra
L.
Spayd
Chris J. Cusatis
Corporate
Secretary
SVP 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
Additional Information about the National Penn/KNBT Transaction
National Penn has filed a registration statement on Form S-4 in connection with the KNBT transaction,
and National Penn and KNBT intend to mail a joint proxy statement/prospectus to their respective
shareholders in connection with the transaction. Shareholders and investors are urged to read the
joint proxy statement/prospectus when it becomes available because it will contain important
information about National Penn, KNBT and the transaction. You may obtain a free copy of the joint
proxy statement/prospectus (when it is available) as well as other filings containing information about
National Penn and KNBT, at the SEC's web site at www.sec.gov. A free copy of the joint proxy
statement/prospectus, and the filings with the SEC that will be incorporated by reference in the joint
proxy statement/prospectus, may also be obtained from National Penn or KNBT, by directing the
request to either of the following persons:
Ms. Sandra L. Spayd Mr. Eugene Sobol
Corporate Secretary SEVP and Chief Financial Officer
National Penn Bancshares, Inc. KNBT Bancorp, Inc.
Philadelphia and Reading Avenues 90 Highland Avenue
Boyertown, PA 19512 Bethlehem, PA 18017
(610) 369-6202 (610) 807-5888
National Penn, KNBT and their respective executive officers and directors may be deemed to be
participants in the solicitation of proxies from the shareholders of National Penn and KNBT in favor of
the transaction. Information regarding the interests of the executive officers and directors of National
Penn and KNBT in the transaction will be included in the joint proxy statement/prospectus.
Company Profile - September 30, 2007
Asset size: $5.76 Billion
Shares outstanding 49 Million
Institutional ownership (10/10/07) 26%
52-week price range $14.11 - $20.39
Primary market area: Southeastern PA
Consistent Business Strategies
1. Community banking market niche
2. Superior asset quality
3. Profitable relationships
4. Balanced organic and acquisition growth
5. Diversified revenue streams
6. Focus on shareholder value
The Peoples
Bank of Oxford
TOTAL DEPOSITS
2001 - $2.08 Billion 2006 - $3.83 Billion 5 year CAGR = 13.00%
Deposits as of 9/30/07 - $3.93 Billion
Includes brokered
and CDARS deposits
TOTAL LOANS
2001 - $1.86 Billion 2006 - $3.63 Billion 5 year CAGR = 14.37%
Loans as of 9/30/07 - $3.79 Billion
*fully taxable equivalent
Net Interest Income 5-Year CAGR: 8.54%
Net Interest Income/Net Interest Margin*
Source: BHCPR at 12/31/06, Peer Group #2; Ratio excludes OREO
Superior Asset Quality
Reserve for Loan and Lease Losses to
Non-accruals + 90 days past due
Focus on Shareholder Value
Performance Recognitions
Staton Institute Report:
Investment directory covering more than 19,000 public U.S. Companies
America’s Smartest Companies®
– One of only 32 publicly-traded companies with at least 10
consecutive years of increased earnings and dividends
– Completed 29th consecutive year of higher EPS and 29th
consecutive year of higher cash dividends.
– One of only 22 companies with a combined total of at least 50
years of higher EPS and cash dividends per share
– One of only 16 companies with higher EPS for at least 20
straight years
YTD 9/30/06: $ 0.96 YTD 9/30/07: $ 0.97
Focus on Shareholder Value
EPS Growth
5-year Average Payout Ratio: 49.9%
Focus on Shareholder Value
Consistent Dividend Growth
Focus on Shareholder Value
Return on Tangible Equity*
*Return on Tangible Equity is a non-GAAP financial measure. In accordance with SEC regulations, a
reconciliation of this non-GAAP ratio to our GAAP Return on Equity ratio is included in our 2006 10-K and our
third quarter 2007 earnings press release. These documents were previously filed with the SEC and are
available for public review.
Source: Bloomberg - monthly comparative return table
Focus on Shareholder Value
Relative Stock Performance
Balanced Growth Strategy
Organic Growth
1. Capital management strategy
2. Diversified revenue streams
4. Timely reaction to market opportunities
5. Acquisition leveraging
*Based on retention 6 months after acquisition
Balanced Growth Strategy
Acquisition Goals
2. Growth oriented market demographics
3. Enhance overall franchise value
Successful acquisition record:
– 12 financial services companies, including 7 banks
since 1999
– Deposit retention average over 95%*
l Opened for business in February 1994
l Headquartered in Greenville, DE, just outside of Wilmington
– Trust / asset management, commercial domicile, commercial
banking services
l Financial Highlights (as of / year-to-date 9/30/07):
– Trust assets under administration or management: $4.2 billion
– Banking assets: $164 million
– ROAA: 0.99% ROAE: 8.11%
– Fee income % of total revenue: 48.5%
l Anticipated Close: Early 1Q08
Pending Acquisition
Transaction Benefits
3. Revenue Diversification
l 56 Community Offices serving Lehigh, Northampton,
Carbon, Luzerne, Schuylkill and Monroe counties
– Retail and commercial banking, wealth management and
insurance
l Financial Highlights (as of / year-to-date 9/30/07):
– Deposits: $1.92 billion
l Anticipated Close: 1Q08
Pending Acquisition
Transaction Benefits
1. Prized market position in Pennsylvania
2. Management depth and experience
4. Value creation via well defined cost savings -
approx. $26.2 million over two years
5. Strong capital base - accretive to EPS and
Tangible Book Value in 2008
Integration:
A Focused and Disciplined Process
l Goal: Customer retention and positive market
momentum
l Dedicated senior executive integration team
l Low business complexity
l Savings targeted at eliminating duplicate functions
l Best of both companies with a commitment to
excellence in customer service
l Open communications with all employees
Source: SNL Financial. Results shown pro-forma for the impact of NPBC’s announced
acquisitions of KNBT Bancorp, Inc. and Christiana Bank & Trust Co.
National Penn’s Future
A Stronger Presence in Pennsylvania
SOURCE: Based upon FDIC data as of June 30, 2007. Data adjusted for pending acquisitions.
County
|
Rank
|
#
Community
Offices
|
Deposits
|
%
Deposit
|
($
in
millions)
|
Share
|
Northampton
|
1
|
25
|
1,125.2
|
23.9%
|
Berks
|
2
|
20
|
1,183.2
|
17.0%
|
Lehigh
|
2
|
21
|
548.4
|
9.6%
|
Centre
|
2
|
5
|
307.0
|
16.1%
|
Chester
|
3
|
19
|
777.2
|
8.5%
|
Lancaster
|
9
|
4
|
243.8
|
2.9%
|
Bucks
|
10
|
10
|
410.2
|
3.4%
|
Montgomery
|
14
|
12
|
490.8
|
1.9%
|
National Penn’s Future
A Stronger Presence in Pennsylvania
Leadership Position in Key Markets
Data presented as of September 30, 2007
National Penn’s Future
A Well Balanced Franchise
National Penn’s Future
A Well Balanced Franchise
Sound Credit Quality
National Penn’s Future
Wealth Management
National Penn’s Future
Diversified Revenue Streams
Investment Incentives
National Penn Bancshares, Inc.
1. Geographic location of franchise
2. Strong commercial relationship growth
3. Superior financial performance
4. Knowledgeable and experienced management team
5. Track record of success in creating shareholder value
6. Opportunity provided by pending acquisitions of quality
partners with consistent business philosophies
Investment Incentives
National Penn Bancshares, Inc.
Unified Vision and Business Approach for Continued Success
1. Excellence in customer service
2. Middle market, small business and retail banking
3. Wealth management, insurance
4. Leverage customer base through a larger branch
network and cross selling the entire franchise
5. Focus on GROWTH and PROFITABILITY
Knbt Bancorp (NASDAQ:KNBT)
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Knbt Bancorp (NASDAQ:KNBT)
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