PRESS
RELEASE
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NATIONAL
PENN CONTACTS:
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KNBT
CONTACTS:
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Media:
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Media
:
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Catharine
Bower
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Dennis
Ryan
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610.369.6618
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610.882.5244
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csbower@natpennbank.com
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dennis.p.ryan@knbt.com
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Investors
:
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Investors
:
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Michelle
Debkowski
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Eugene
T. Sobol
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610.369.6461
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610.807.5888
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mhdebkowski@natpennbank.com
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gene.sobol@knbt.com
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NATIONAL
PENN BANCSHARES, INC. AND KNBT BANCORP, INC. SHAREHOLDERS APPROVE
MERGER
BOYERTOWN
and BETHLEHEM, Pa., December 17, 2007 – At two separate shareholders’ meetings
held simultaneously on December 17, 2007, both National Penn Bancshares, Inc.
(Nasdaq: NPBC) and KNBT Bancorp, Inc. (Nasdaq: KNBT) shareholders approved
a
merger transaction between the two companies. KNBT Bancorp, Inc. will merge
with
and into National Penn Bancshares, Inc., with National Penn surviving the merger
and remaining headquartered in Boyertown, Pennsylvania.
At
its
meeting at a National Penn facility at 2201 Ridgewood Road in Wyomissing, Pa.,
National Penn shareholders cast 30,367,681 votes in favor of the
merger. This represents 97.7 percent of the total votes
cast.
At
the
KNBT shareholder meeting held at the Best Western Lehigh Valley Hotel &
Conference Center at 300 Gateway Drive in Bethlehem, Pa., KNBT shareholders
cast
17,703,737 votes in favor of the merger, representing 95.2 percent of the total
votes cast.
Subject
to receipt of regulatory approval and satisfaction of other closing conditions
set forth in the merger agreement, the merger is scheduled to be completed
on
February 1, 2008. In the merger, each share of KNBT common stock will
be exchanged for 1.03 shares of National Penn common stock. Following
the merger, current National Penn shareholders are expected to own approximately
65% and current KNBT shareholders are expected to own approximately 35% of
the
combined company.
Upon
completion of the merger, the combined company will create the 5th largest
Pennsylvania-based bank holding company based on total assets. The combined
company is expected to maintain a strong presence in the Lehigh Valley
area. Following the merger, KNBT and its Keystone Nazareth Bank &
Trust Company subsidiary will retain their names in the six Pennsylvania
counties where KNBT currently operates – Lehigh, Northampton, Carbon, Luzerne,
Schuylkill and Monroe counties. National Penn community offices in Lehigh and
Northampton counties will be rebranded under the KNBT name.
About
National Penn Bancshares, Inc.
National
Penn Bancshares, Inc. is a $5.76 billion asset financial services company
operating 81 community 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 Bancshares, Inc. 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
KNBT Bancorp, Inc.:
KNBT
Bancorp, Inc. is a $2.87 billion asset bank holding company and is the parent
bank holding company for Keystone Nazareth Bank & Trust Company. Keystone
Nazareth Bank & Trust Company is a Pennsylvania-chartered savings bank
headquartered in Bethlehem, Pennsylvania, with 56 community offices
in Lehigh, Northampton, Carbon, Monroe, Luzerne and Schuylkill Counties,
Pennsylvania.
KNBT
Bancorp, Inc. common stock is traded on the Nasdaq stock market under the symbol
“KNBT.” Additional information about KNBT is available on the company’s Web site
at www.knbt.com.
Cautionary
Statement Regarding Forward-Looking Information:
This
release contains forward-looking information about National Penn Bancshares,
Inc., KNBT Bancorp, Inc. and the combined operations of National Penn
Bancshares, Inc. and KNBT Bancorp, Inc. 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 Bancshares and KNBT Bancorp caution
readers not to place undue reliance on these statements.
National
Penn Bancshares’ and KNBT Bancorp’s businesses and operations, as well as their
combined business and operations following the completion of the transactions
described in this 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;
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 that are included in each of National Penn
Bancshares’ and KNBT Bancorp’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2006, and their other SEC filings filed after such
date. See “Additional Information About This Transaction” below.
Neither National Penn Bancshares nor KNBT Bancorp 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 Bancshares has filed a registration statement on Form S-4 in connection
with the transaction, and National Penn Bancshares and KNBT Bancorp have mailed
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, because it contains important
information about National Penn Bancshares, KNBT Bancorp and the
transaction.
You may obtain a free copy of the proxy
statement/prospectus as well as other filings containing information about
National Penn Bancshares 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 are
incorporated by reference in the proxy statement/prospectus, may also be
obtained from National Penn Bancshares or KNBT Bancorp, by directing the request
to either of the following persons:
|
Ms.
Sandra L. Spayd
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Mr.
Eugene Sobol
|
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Corporate
Secretary
|
Senior
Executive Vice President and CFO
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National
Penn Bancshares, Inc.
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KNBT
Bancorp, Inc.
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Philadelphia
and Reading Avenues
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90
Highland Avenue
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Boyertown,
PA 19512
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Bethlehem,
PA 18017
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(610)
369-6202
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(610)
807-5888
|
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Knbt Bancorp (NASDAQ:KNBT)
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