KNBT Bancorp To Expand Franchise With Acquisition of Northeast Pennsylvania Financial Corp.
09 12월 2004 - 9:00PM
PR Newswire (US)
KNBT Bancorp To Expand Franchise With Acquisition of Northeast
Pennsylvania Financial Corp. LEHIGH VALLEY and HAZLETON, Pa., Dec.
9 /PRNewswire-FirstCall/ -- KNBT Bancorp, Inc. (NASDAQ:KNBT), the
holding company for Keystone Nazareth Bank & Trust Company (the
"Bank"), and Northeast Pennsylvania Financial Corp. (NASDAQ:NEPF),
the holding company for First Federal Bank, Hazleton, Pennsylvania
("First Federal"), announced today that they have signed a
definitive merger agreement for KNBT to acquire NEPF. Under the
terms of the agreement, upon consummation of the merger of NEPF
into KNBT, each outstanding share of NEPF common stock will be
converted into the right to receive either $23.00 in cash or KNBT
common stock, at the election of the holder, subject to an overall
requirement that 50% of the total outstanding NEPF common stock be
exchanged for stock. The stock component of the merger
consideration will be valued at $23.00 per share based upon the
average market price of KNBT common stock during the 20-trading day
period ending on the fifth business day prior to the closing of the
merger. Scott V. Fainor, President and Chief Executive Officer of
KNBT stated, "This transaction presents an exciting opportunity for
us to expand KNBT's already strong franchise into Luzerne,
Schuylkill and Columbia Counties and to add to our presence in
Carbon and Monroe Counties. Given the prior experience that I and
several of our officers have in First Federal's market area, we are
confident that we will be able to successfully implement our
community bank business strategy." Mr. Fainor added, "We have the
systems and expertise to seamlessly integrate these two franchises
based on our extremely successful integration of Keystone Savings
Bank and Nazareth National Bank last year. We also are excited by
the opportunities presented by NEPF's growing insurance and trust
activities." Thomas M. Petro, President and Chief Executive Officer
of NEPF, stated that, "we are very pleased to be joining the KNBT
family and look forward to the benefits that this affiliation will
offer our shareholders, employees and customers." Thomas L.
Kennedy, Chairman of the Board of NEPF, added, "I believe joining
forces with a growing, community-based organization like KNBT will
strengthen the franchise and provide an excellent return to our
shareholders." Jeffrey P. Feather, Chairman of the Board of KNBT,
stated that, "we are pleased to announce that our Board of
Directors will be expanded by one member when we invite Thomas L.
Kennedy, who has longstanding service to NEPF, to our Board." The
total value of the acquisition, including the payout of stock
options, is approximately $98.0 million and is conditioned upon the
receipt of necessary regulatory approvals, approval by NEPF's
shareholders, and other customary conditions. The merger is
expected to be consummated in the second quarter of 2005.
Management of KNBT expects the merger to be accretive to earnings
in the first twelve months after closing. About KNBT Bancorp, Inc.
KNBT Bancorp, Inc., headquartered in Bethlehem, Pennsylvania, had
$2.3 billion in assets at September 30, 2004. KNBT is the parent
bank holding company for Keystone Nazareth Bank & Trust
Company, a Pennsylvania chartered savings bank headquartered in
Bethlehem, Pennsylvania with 41 branch offices in Lehigh,
Northampton, Carbon and Monroe Counties, Pennsylvania. The common
stock of KNBT is traded on the Nasdaq Stock Market, National Market
System under the symbol "KNBT." KNBT makes available on its web
site, which is located at http://www.knbt.com/ , its annual reports
on Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K on the date such reports are electronically filed with the
Securities and Exchange Commission. About Northeast Pennsylvania
Financial Corp. Northeast Pennsylvania Financial Corp.,
headquartered in Hazleton, Pennsylvania, had $836.0 million in
assets at September 30, 2004. Northeast Pennsylvania Financial
Corp. is the holding company of First Federal Bank, Higgins
Insurance Associates, Inc., Abstractors Inc. and NEP Trust Co.
NEPF, through its subsidiaries, serves northeastern and central
Pennsylvania through 16 full-service branch office locations.
Contacts: Scott V. Fainor, President and Chief Executive Officer,
KNBT Bancorp, Inc. and Keystone Nazareth Bank & Trust Company,
610-861-5000 Thomas M. Petro, President and Chief Executive
Officer, Northeast Pennsylvania Financial Corp., 570-459-3732 The
Kafafian Group, Inc. served as the financial advisor to KNBT and
Sandler O'Neill & Partners, L.P. served as the financial
advisor to NEPF. KNBT received legal counsel from Elias, Matz,
Tiernan & Herrick L.L.P. while NEPF received legal counsel from
Muldoon Murphy Faucette and Aguggia LLP. This press release, as
well as the investor presentation for this transaction, which will
be available on KNBT's web site, contains forward- looking
statements regarding the merger of KNBT and NEPF. These forward-
looking statements involve certain risks and uncertainties. Factors
that may cause actual results to differ materially from those
contemplated by such forward-looking statements include, among
others, the following possibilities: (1) estimated cost savings
from the acquisition cannot be fully realized within the expected
time frame; (2) revenues following the acquisition are lower than
expected; (3) competitive pressure among depository institutions
increases significantly; (4) costs or difficulties related to the
integration of the businesses of KNBT and NEPF are greater than
expected; (5) changes in the interest rate environment may reduce
interest margins; (6) general economic conditions, either
nationally or in the markets in which KNBT will be doing business,
are less favorable than expected; (7) legislation or changes in
regulatory requirements adversely affect the business in which KNBT
would be engaged or (8) factors which result in a condition to the
transactions not being met. KNBT and NEPF will be filing relevant
documents concerning the merger with the Securities and Exchange
Commission (SEC), including a registration statement on Form S-4
containing a prospectus/proxy statement. WE URGE INVESTORS TO READ
THESE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER. Investors will be able to obtain these documents
free of charge at the SEC's web site, http://www.sec.gov/. In
addition, documents filed with the SEC by KNBT will be available
free of charge from the Secretary of KNBT (Michele A. Linsky),
Secretary, KNBT Bancorp, Inc., 90 Highland Avenue, Bethlehem,
Pennsylvania 18017 (610) 861- 5000, and documents filed with the
SEC by NEPF will be available free of charge from the Secretary of
NEPF (Jerry D. Holbrook), Corporate Secretary, Northeast
Pennsylvania Financial Corp., 12 E. Broad Street, Hazleton,
Pennsylvania 18201 (570) 459-3700. The directors and executive
officers of NEPF may be deemed to be participants in the
solicitation of proxies to approve the merger. Information about
the directors and executive officers of NEPF and ownership of NEPF
common stock by such persons is set forth in the proxy statement
filed by NEPF with the SEC on January 15, 2004. Additional
information about the interest of those participants may be
obtained from reading the definitive prospectus/proxy statement
regarding the proposed merger when it becomes available. NEPF
INVESTORS SHOULD READ THE PROSPECTUS/PROXY STATEMENT AND OTHER
DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE MERGER. A copy of the investor presentation
for this transaction will be available at http://www.knbt.com/ .
DATASOURCE: KNBT Bancorp, Inc.; Northeast Pennsylvania Financial
Corp. CONTACT: Scott V. Fainor, President and Chief Executive
Officer of KNBT Bancorp, Inc. and Keystone Nazareth Bank &
Trust Company, +1-610-861-5000; or Thomas M. Petro, President and
Chief Executive Officer of Northeast Pennsylvania Financial Corp.,
+1-570-459-3732 Web site: http://www.knbt.com/
Copyright
Northeast Pennsylvania Financial (NASDAQ:NEPF)
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Northeast Pennsylvania Financial (NASDAQ:NEPF)
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