Creates a community-focused, regional financial
services partner with $27+ billion in assets
Announces $200 million in capital commitments
in support of the merger
WesBanco, Inc. (“WesBanco”) (NASDAQ: WSBC) and Premier Financial
Corp. (“Premier”) (NASDAQ: PFC) jointly announced today that they
have executed a definitive Agreement and Plan of Merger
(“Agreement”) providing for the merger of Premier with and into
WesBanco. Jeff Jackson, President and Chief Executive Officer of
WesBanco, and Gary Small, President and Chief Executive Officer of
Premier, made the joint announcement.
Under the terms of the Agreement, which has been unanimously
approved by the board of directors of both companies, WesBanco will
exchange shares of its common stock for all of the outstanding
shares of Premier common stock, in an all-stock transaction.
Premier shareholders will be entitled to receive 0.80 of a share of
WesBanco common stock for each share of Premier common stock they
own upon the effective time of the merger, for aggregate merger
consideration valued at approximately $959 million, or $26.66 per
share, based on WesBanco’s closing stock price of $33.32 as of July
24, 2024. The transaction values Premier at a price to June 30,
2024 tangible book value per share of 142% and a price to mean
analyst estimated 2024 earnings per share of 12.9 times. The merger
is expected to qualify as a tax-free reorganization.
WesBanco also announced today that it has entered into
subscription agreements with investors to raise capital to support
the merger, led by a $125 million investment from Wellington
Management. Additional investors include Glendon Capital Management
LP and Klaros Capital. In aggregate, $200 million of WesBanco
common stock will be issued. The capital raise is expected to close
on August 1, 2024. The proceeds of the capital raise are expected
to support the pro forma bank’s balance sheet and regulatory
capital ratios.
Upon completion of the merger, the shares issued to Premier
shareholders are expected to comprise 30% of the outstanding shares
of the combined company, the shares issued in the capital raise are
expected to represent 8% of the combined company, and 62% of the
outstanding shares of the combined company are expected to be held
by legacy WesBanco shareholders.
Jeff Jackson, President and Chief Executive Officer of WesBanco,
stated, “Today is an exciting day in WesBanco’s 155-year history as
we announce our proposed merger with Premier and mark another
milestone in our long-term growth strategy. This transformative
merger will bring together two high-caliber institutions to create
a community-focused, regional financial services partner strongly
positioned to serve the unique needs of both our new and legacy
communities. We are pleased to welcome Premier’s customers and
employees to the WesBanco family and look forward to delivering
exceptional customer experiences to our newest markets through a
broader offering of banking and wealth management services.
WesBanco has built an outstanding reputation for soundness,
profitability, customer service, employer of choice and community
development, as evidenced by multiple recent national accolades. We
look forward to extending our legacy through this merger and
bringing even greater value to our customers, teams, communities
and shareholders.”
With highly compatible cultures and business models, the
proposed merger will create a regional financial services
institution with approximately $27 billion in assets, significant
economies of scale, and strong pro forma profitability metrics.
With complementary and contiguous geographic footprints, the
combined company would be the 8th largest bank in Ohio, based on
deposit market share, have increased presence in Indiana, and serve
customers in nine states.
Excluding certain merger-related charges and transaction related
provision for credit losses, the transaction, with cost savings
fully phased in, is anticipated to be more than 40% accretive to
2025 earnings. Estimated tangible book value dilution at closing of
13% is expected to be earned back in approximately 2.8 years, using
the “cross-over” method. The merger is subject to a number of
customary conditions, including the approvals of the appropriate
regulatory authorities and approvals by the shareholders of both
WesBanco and Premier. It is expected that the transaction should be
completed during the first quarter of 2025. Upon completion of the
merger, four members of Premier’s current Board of Directors will
be appointed to WesBanco’s Board of Directors.
“The combination of WesBanco and Premier makes for an excellent
strategic fit. Both organizations value community level banking,
are well aligned from a culture perspective, and are focused on
performance,” said Gary Small, President and Chief Executive
Officer of Premier. “The expanded reach of the organization will
serve as a catalyst for growth and increased investment in products
and services, to the benefit of all stakeholders: customers,
associates, shareholders, as well as the communities we serve.”
At June 30, 2024, WesBanco had consolidated assets of
approximately $18.1 billion, deposits of $13.4 billion, total loans
of $12.3 billion, and shareholders’ equity of $2.5 billion.
At June 30, 2024, Premier had consolidated assets of
approximately $8.8 billion, deposits of $7.2 billion, total loans
of $6.8 billion, and shareholders’ equity of $1.0 billion.
When the transaction is consummated, WesBanco will have more
than 250 financial centers, as well as loan production offices,
across nine states. The transaction will expand WesBanco’s
franchise by 73 financial centers located primary throughout
northern Ohio, as well as in southern Michigan and northeastern
Indiana. Officials of both organizations are optimistic that
organizing around customer services and product delivery can be
accomplished with as little employee disruption as possible.
As a condition to WesBanco’s willingness to enter into the
Agreement, all of the directors and executive officers of Premier
have entered into voting agreements with WesBanco pursuant to which
they have agreed to vote their shares in favor of the merger.
Financial advisors involved in the transaction were Raymond
James & Associates, Inc., representing WesBanco, and Piper
Sandler & Co., representing Premier. Raymond James &
Associates, Inc. also served as placement agent on the private
placement.
Legal representations in the transaction include Phillips,
Gardill, Kaiser & Altmeyer, PLLC and K&L Gates LLP for
WesBanco, Nelson Mullins Riley & Scarborough, LLP for Premier,
Hunton Andrews Kurth LLP for Raymond James and Schulte Roth &
Zabel LLP for Wellington Management.
Forward-Looking Statements
The statements in this press release that are not historical
facts, in particular the statements with respect to the expected
timing of and benefits of the proposed merger between WesBanco and
Premier, the parties’ plans, obligations, expectations, and
intentions, and the statements with respect to accretion and earn
back of tangible book value dilution, constitute forward-looking
statements as defined by federal securities laws. Such statements
are subject to numerous assumptions, risks, and uncertainties.
Actual results could differ materially from those contained or
implied by such statements for a variety of factors including: the
businesses of WesBanco and Premier may not be integrated
successfully or such integration may take longer to accomplish than
expected; the expected cost savings and any revenue synergies from
the proposed merger may not be fully realized within the expected
timeframes; disruption from the proposed merger may make it more
difficult to maintain relationships with clients, associates, or
suppliers; the required governmental approvals of the proposed
merger may not be obtained on the expected terms and schedule;
Premier’s shareholders and/or WesBanco’s shareholders may not
approve the proposed merger and the merger agreement, and
WesBanco’s shareholders may not approve the issuance of shares of
WesBanco common stock in the proposed merger; changes in economic
conditions; movements in interest rates; competitive pressures on
product pricing and services; success and timing of other business
strategies; the nature, extent, and timing of governmental actions
and reforms; and extended disruption of vital infrastructure; and
other factors described in WesBanco’s 2023 Annual Report on Form
10-K, Premier’s 2023 Annual Report on Form 10-K, and documents
subsequently filed by WesBanco and Premier with the Securities and
Exchange Commission (SEC). Annualized, pro forma, projected and
estimated numbers are used for illustrative purposes only, are not
forecasts and may not reflect actual results. All forward-looking
statements included herein are based on information available at
the time of the release. Neither WesBanco nor Premier assumes any
obligation to update any forward-looking statement.
Conference Call Information
WesBanco will host a conference call and webcast to discuss the
Agreement and Plan of Merger at 10:00 a.m. ET on July 26, 2024.
Interested parties can access the live webcast of the conference
call through the Investor Relations section of WesBanco's website,
www.wesbanco.com. Participants can also listen to the conference
call by dialing 888-347-6607 (domestic), 855-669-9657 (Canada), or
1-412-902-4290 (international), and asking to be joined into the
WesBanco call. Please log in or dial in at least 10 minutes prior
to the start time to ensure a connection.
Additional Information about the Merger
and Where to Find It
In connection with the proposed merger, WesBanco will file with
the SEC a Registration Statement on Form S-4 that will include a
proxy statement of WesBanco and Premier and a prospectus of
WesBanco, as well as other relevant documents concerning the
proposed transaction. SHAREHOLDERS OF WESBANCO, SHAREHOLDERS OF
PREMIER, AND OTHER INTERESTED PARTIES ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The Joint Proxy Statement/Prospectus will be
mailed to shareholders of WesBanco and shareholders of Premier
prior to the respective shareholder meetings, which have not yet
been scheduled. In addition, when the Registration Statement on
Form S-4, which will include the Joint Proxy Statements/Prospectus,
and other related documents are filed by WesBanco or Premier with
the SEC, they may be obtained for free at the SEC’s website at
http://www.sec.gov, and from either WesBanco’s website at
https://www.wesbanco.com or Premier’s website at
https://www.premierfincorp.com/.
Participants in the
Solicitation
WesBanco, Premier, and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the shareholders of WesBanco and Premier in connection
with the proposed merger. Information about the directors and
executive officers of WesBanco is set forth in the proxy statement
for WesBanco’s 2024 annual meeting of shareholders, as filed with
the SEC on March 13, 2024. Information about the directors and
executive officers of Premier is set forth in the proxy statement
for Premier’s 2024 annual meeting of shareholders, as filed with
the SEC on March 18, 2024. Information about any other persons who
may, under the rules of the SEC, be considered participants in the
solicitation of shareholders of WesBanco or Premier in connection
with the proposed merger will be included in the Joint Proxy
Statement/Prospectus. You can obtain free copies of these documents
from the SEC, WesBanco, or Premier using the website information
above. This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
WESBANCO SHAREHOLDERS AND PREMIER SHAREHOLDERS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH
RESPECT TO THE PROPOSED MERGER.
About Premier Financial Corp.
Premier Financial Corp. (Nasdaq: PFC), headquartered in
Defiance, Ohio, is the holding company for Premier Bank. Premier
Bank, headquartered in Youngstown, Ohio, operates 73 branches and
nine loan offices in Ohio, Michigan, Indiana and Pennsylvania and
also serves clients through a team of wealth professionals
dedicated to each community banking branch. For more information,
visit Premier’s website at www.PremierFinCorp.com.
About WesBanco, Inc.
With over 150 years as a community-focused, regional financial
services partner, WesBanco Inc. (NASDAQ: WSBC) and its subsidiaries
build lasting prosperity through relationships and solutions that
empower our customers for success in their financial journeys.
Customers across our eight-state footprint choose WesBanco for the
comprehensive range and personalized delivery of our retail and
commercial banking solutions, as well as trust, brokerage, wealth
management and insurance services, all designed to advance their
financial goals. Through the strength of our teams, we leverage
large bank capabilities and local focus to help make every
community we serve a better place for people and businesses to
thrive. Headquartered in Wheeling, West Virginia, WesBanco has
$18.1 billion in total assets, with our Trust and Investment
Services holding $5.6 billion of assets under management and
securities account values (including annuities) of $1.8 billion
through our broker/dealer, as of June 30, 2024. Learn more at
www.wesbanco.com and follow @WesBanco on Facebook, LinkedIn and
Instagram.
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version on businesswire.com: https://www.businesswire.com/news/home/20240726561038/en/
WesBanco Company Contacts John
Iannone Senior Vice President, Investor Relations (304)
905-7021
Alisha Hipwell Executive Vice President, Corporate
Communications (304) 234-9230
Premier Company Contact Kathy
Bushway Senior Vice President, Chief Marketing Officer (330)
742-0638
WesBanco (NASDAQ:WSBC)
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WesBanco (NASDAQ:WSBC)
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