Election Deadline for Sterling Financial Corporation Shareholders is March 25, 2008
14 3월 2008 - 2:18AM
PR Newswire (US)
LANCASTER, Pa., March 13 /PRNewswire-FirstCall/ -- Sterling
Financial Corporation of Lancaster, Pa. (NASDAQ:SLFI) today
reiterated that the election deadline for Sterling shareholders to
make merger consideration elections in connection with the proposed
merger with The PNC Financial Services Group, Inc. (NYSE:PNC) is 5
p.m., New York City time, on March 25, 2008. Sterling shareholders
of record wishing to make an election regarding the form of
consideration they would prefer to receive must deliver to
Computershare, Inc., the exchange agent in the merger, the
following: properly completed election forms, together with stock
certificates, if any, or a properly completed notice of guaranteed
delivery. These must be received by Computershare by the election
deadline of 5 p.m., New York City time, on March 25, 2008. Sterling
shareholders who hold their shares in "street name" may have an
election deadline earlier than March 25, 2008. They should
carefully review any materials they received from their broker to
determine the election deadline applicable to them. Sterling
shareholders are entitled to make an election about the type of
merger consideration (cash or shares of PNC common stock) they
prefer to receive for each share of Sterling common stock exchanged
in the merger. In each case, such consideration will have a value
approximately equal to the sum of (a) 0.1543 multiplied by the
average of the closing prices on the New York Stock Exchange for
PNC common stock during the five trading days ending the day before
the completion of the merger and (b) $7.60. All elections are
subject to the proration procedures provided in the merger
agreement. As a result, shareholders who elect to receive entirely
cash or entirely PNC common stock may receive a combination of cash
and common stock, and shareholders who elect to receive a
combination of cash and PNC common stock may receive cash and
common stock in a different proportion from what they elected.
Shareholders who do not submit a properly completed election form
to Computershare by the election deadline will be deemed to have no
preference as to the form of consideration they will receive and
will receive cash, PNC shares of common stock or a combination of
both, depending on the elections of other Sterling shareholders.
After Sterling shareholders have made their elections and tendered
their Sterling shares of common stock to Computershare, they will
be unable to sell or transfer their shares of Sterling common stock
unless they validly revoke their election prior to the election
deadline. All of the documents necessary to make an election were
previously mailed to Sterling shareholders of record on or about
February 15, 2008. Sterling shareholders of record may obtain
additional copies of the election documents by contacting the
Information Agent, Georgeson Inc., at (800) 319-6872. Sterling
shareholders who hold their shares in "street name" may obtain
additional copies of the election documents by contacting their
broker. A more complete description of the merger consideration and
the proration procedures applicable to elections is contained in
the proxy statement/prospectus dated February 11, 2008, mailed to
Sterling shareholders of record on or about February 13, 2008.
Sterling shareholders are urged to read the proxy
statement/prospectus carefully and in its entirety. Copies of the
proxy statement/prospectus may be obtained for free by following
the instructions below under "Additional Information About the
PNC/Sterling Financial Corporation Transaction." The proposed
merger remains subject to the expiration of all regulatory waiting
periods and the satisfaction of the other conditions contained in
the merger agreement. About Sterling Sterling Financial Corporation
(NASDAQ:SLFI) is a diversified financial services company based in
Lancaster, Pa., with assets of $3.2 billion. Sterling Banking
Services Group affiliates offer a full range of banking services in
south-central Pennsylvania, northern Maryland and northern
Delaware. The group also offers correspondent banking services in
the mid- Atlantic region to other companies within the financial
services industry, and banking related insurance services. Sterling
Financial Services Group affiliates provide specialty commercial
financing; fleet and equipment leasing; and investment, trust and
brokerage services. Visit http://www.sterlingfi.com/ for more
information. Banking Services Group -- Banks: Pennsylvania: Bank of
Lancaster County*; Bank of Lebanon County*; PennSterling Bank*; and
Pennsylvania State Bank*. Pennsylvania and Maryland: Bank of
Hanover*. Maryland: Bay First Bank*. Delaware: Delaware Sterling
Bank & Trust Company. Correspondent banking services:
Correspondent Services Group (provider of Sterling services to
other financial institutions). Insurance services: Lancaster
Insurance Group, LLC (independent insurance agency) and Sterling
Financial Settlement Services, LLC (title insurance agency).
*Divisions of BLC Bank, N.A. Financial Services Group -- Specialty
commercial financing: Equipment Finance LLC* (commercial financing
company for the soft pulp logging and land clearing industries,
serving primarily the paper industry in the southeastern United
States). Fleet and equipment leasing: Town & Country Leasing,
LLC* (nationwide fleet and equipment leasing/financing company).
Trust, investment and brokerage services: Sterling Financial Trust
Company* (trust and investment services), Church Capital
Management, LLC (registered investment advisor) and Bainbridge
Securities Inc. (securities broker/dealer). Additional Information
About the PNC/Sterling Financial Corporation Transaction The PNC
Financial Services Group, Inc. and Sterling Financial Corporation
have filed a proxy statement/prospectus and other relevant
documents concerning the merger with the United States Securities
and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE
PROXY STATEMENT/PROSPECTUS (WHICH WAS FIRST MAILED TO STERLING
SHAREHOLDERS ON OR ABOUT FEBRUARY 13, 2008) AND ANY OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors may obtain these documents
free of charge at the SEC's website (http://www.sec.gov/). In
addition, documents filed with the SEC by The PNC Financial
Services Group, Inc. will be available free of charge from
Shareholder Relations at (800) 843-2206. Documents filed with the
SEC by Sterling Financial Corporation will be available free of
charge from Sterling Financial Corporation by contacting
Shareholder Relations at 717-735-4066. The directors, executive
officers, and certain other members of management and employees of
Sterling Financial Corporation are participants in the solicitation
of proxies in favor of the merger from the shareholders of Sterling
Financial Corporation. Information about the directors and
executive officers of Sterling Financial Corporation is included in
the proxy statement for its May 8, 2007 annual meeting of
shareholders, which was filed with the SEC on April 2, 2007.
Additional information regarding the interests of such participants
is included in the proxy statement/prospectus and the other
relevant documents filed with the SEC. Forward-Looking Statements
This filing contains forward-looking statements made pursuant to
the safe- harbor provisions of the Private Securities Litigation
Act of 1995. These include statements as to the proposed benefits
of the merger between Sterling and PNC (the "Merger"), including
future financial and operating results, cost savings, enhanced
revenues and the accretion/dilution to reported earnings that may
be realized from the Merger as well as other statements of
expectations regarding the Merger and any other statements
regarding future results or expectations. These statements involve
risks and uncertainties that may cause results to differ materially
from those set forth in these statements. Sterling cautions readers
that results and events subject to forward-looking statements could
differ materially due to the following factors, among others: the
risk that the businesses of Sterling and PNC in connection with the
Merger will not be integrated successfully or such integration may
be more difficult, time-consuming or costly than expected; expected
revenue synergies and cost savings from the Merger may not be fully
realized or realized within the expected time frame; revenues
following the Merger may be lower than expected; customer and
employee relationships and business operations may be disrupted by
the Merger; the ability to obtain required governmental and
stockholder approvals, and the ability to complete the Merger on
the expected timeframe; possible changes in economic and business
conditions; the existence or exacerbation of general geopolitical
instability and uncertainty; the ability of Sterling and PNC to
integrate recent acquisitions and attract new customers; possible
changes in monetary and fiscal policies, and laws and regulations;
the effects of easing of restrictions on participants in the
financial services industry; the cost and other effects of legal
and administrative cases; possible changes in the credit worthiness
of customers and the possible impairment of collectability of
loans; the effects of changes in interest rates and other risks and
factors identified in each company's filings with the SEC. Sterling
does not undertake any obligation to update any forward-looking
statement, whether written or oral, relating to the matters
discussed in this filing. DATASOURCE: Sterling Financial
Corporation CONTACT: Financial, Tito Lima, Chief Financial Officer,
+1-717-735-4547, , or Media, Mike Lambert, Director of
Communications, +1-717-735-5558, , both of Sterling Financial
Corporation Web site: http://www.sterlingfi.com/
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