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
PRESS
RELEASE
National
Penn media contact:
Catharine
Bower, VP & Communications Manager
610.369.6618
csbower@natpennbank.com
Christiana
media and investor contact:
Chris
J.
Cusatis, SVP & CFO
302.888.7730
ccusatis@christianabank.com
CHRISTIANA
BANK & TRUST STOCKHOLDERS APPROVE NATIONAL PENN MERGER
Boyertown,
Pa. and Greenville, Del., December 14, 2007 – National Penn Bancshares, Inc.
(Nasdaq: NPBC) and Christiana Bank & Trust Company (OTCBB: CBTD) announced
today that Christiana’s stockholders approved a merger transaction under which
National Penn, the parent company of National Penn Bank, will acquire
Christiana.
Christiana
Bank & Trust will become a wholly-owned subsidiary of National Penn
Bancshares, Inc., retaining its name and status as a Delaware-chartered banking
corporation.
The
acquisition is expected to further diversify National Penn’s revenue base, add a
growing business to the company’s network of banks and financial services and
provide National Penn with a geographical presence in Delaware, known for its
favorable tax and legal environment.
In
the
acquisition, Christiana stockholders may elect to exchange each of their shares
of Christiana common stock for either $37.69 in cash or 2.241 shares of National
Penn common stock, as provided in the Merger Agreement. 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.
After
the
merger, 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.
The
Board
of Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation and the Delaware Banking Commissioner have each approved the
transaction. Closing is anticipated to occur January 4, 2008.
-more-
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, as well as in National Penn’s other SEC
filings since that date. 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
National
Penn Bancshares, Inc.
|
Senior
Vice President and Chief Financial Officer
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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