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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Deborah
Goldsmith
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610.369.6618
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610.807.5813
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csbower@natpennbank.com
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deborah.goldsmith@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
RECEIVE
REGULATORY APPROVAL TO MERGE
BOYERTOWN
and BETHLEHEM, Pa., December 21, 2007 – National Penn Bancshares, Inc. (Nasdaq:
NPBC), the parent company of National Penn Bank, and KNBT Bancorp, Inc. (Nasdaq:
KNBT), the parent company of Keystone Nazareth Bank & Trust Company,
announced today that the Office of the Comptroller of the Currency has approved
the pending merger of Keystone Nazareth Bank & Trust Company with and into
National Penn Bank.
Both
National Penn and KNBT shareholders approved the parent company merger at
separate shareholders’ meetings held on December 17, 2007. Subject to
satisfaction of other customary closing conditions, closing of the parent
company merger is expected to occur on February 1, 2008, and closing of the
merger of the two banks is expected to occur on February 2, 2008.
Upon
final approvals and completion of the mergers, the new company will create
the
5
th
largest
Pennsylvania-based bank holding company based on total assets.
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 $2.9 billion asset financial services 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 branch 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 the company 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. 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 the National Penn/KNBT 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:
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Ms.
Sandra L. Spayd
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Mr.
Eugene Sobol
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Corporate
Secretary
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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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Additional
Information About the National Penn/Christiana
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 are 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:
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Ms.
Sandra L. Spayd
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Mr.
Chris J. Cusatis
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Corporate
Secretary
National
Penn Bancshares, Inc.
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Senior
Vice President and Chief Financial Officer
Christiana
Bank & Trust Company
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Philadelphia
and Reading Avenues
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3801
Kennett Pike
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Boyertown,
PA 19512
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Greenville,
DE 19807
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(610)
369-6202
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(302)
888-7730
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