Farmers Capital Bank Corporation Shareholders Approve Merger Agreement with WesBanco, Inc.
24 July 2018 - 6:05AM
Farmers Capital Bank Corporation (NASDAQ:FFKT) (the “Company”)
announced that at a Special Meeting of Shareholders held today (the
“Special Meeting”), the Company’s shareholders voted to adopt and
approve the Agreement and Plan of Merger dated April 19, 2018
between WesBanco, Inc. (“WesBanco”),the Company, United Bank &
Capital Trust Company and WesBanco Bank, Inc. (the “Merger
Agreement”). Of the 7,519,814 shares of the Company’s common stock
outstanding and entitled to vote at the Special Meeting, 5,145,180,
or 68.4%, were represented in person or by proxy, which constituted
a quorum. Of the shares represented, 5,020,288, or 97.6%, voted to
adopt and approve the Merger Agreement. Subject to satisfaction of
all remaining closing conditions for the transaction, which are
expected to be completed before the end of the third quarter of
2018, the Company will be merged with and into WesBanco, and the
Company’s bank subsidiary, United Bank & Capital Trust Company,
will be merged with and into WesBanco Bank, Inc.
Under the terms of the Merger Agreement, at the
effective time of the merger, the Company’s shareholders will have
the right to receive (i) 1.053 shares of WesBanco common stock and
(ii) $5.00 in cash, without interest, for each share of the
Company’s common stock.
About Farmers Capital Bank Corporation
Farmers Capital Bank Corporation
(www.farmerscapital.com) is a bank holding company with one bank
subsidiary, United Bank & Capital Trust Company. The Company is
headquartered in Frankfort, Kentucky and operates 34 banking
locations in 21 communities throughout Central and Northern
Kentucky, and an insurance company. Its stock is publicly traded on
the NASDAQ Stock Market LLC exchange in the Global Select Market
tier under the symbol: FFKT.
About WesBanco, Inc.
Founded in 1870, WesBanco, Inc.
(www.wesbanco.com) is a multi-state, bank holding company with
total assets of approximately $10.9 billion (as of June 30, 2018).
WesBanco is a diversified and well-balanced financial services
institution, with a community bank at its core, built upon a strong
legacy of credit and risk management. WesBanco has meaningful
market share across its key geographies maintained by its
commitment to dedicated customer service and solid fee-based
businesses. It also provides wealth management services through a
century-old trust and wealth management business, with
approximately $4.0 billion of assets under management (as of June
30, 2018), and serves as registered investment advisor to a
proprietary mutual fund family, the WesMark Funds. WesBanco's
banking subsidiary, WesBanco Bank, Inc., operates 177 financial
centers in the states of Indiana, Kentucky, Ohio, Pennsylvania, and
West Virginia. In addition, WesBanco operates an insurance agency,
WesBanco Insurance Services, Inc., and a full service
broker/dealer, WesBanco Securities, Inc.
Forward-Looking Statements
Matters set forth in this press release may
contain certain forward-looking statements, including certain
plans, expectations, goals, and projections, and including
statements about the benefits of the proposed merger (“the
“Merger”) between WesBanco and the Company, which 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: those factors
previously disclosed in WesBanco’s and the Company’s reports filed
with the SEC, the businesses of WesBanco and the Company 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; 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. All forward-looking
statements included in this filing are based on information
available at the time of the release. Neither WesBanco nor the
Company assumes any obligation to update any forward-looking
statement.
Contact:Lloyd C. Hillard, Jr.President and Chief
Executive Officer502-227-1668Lhillard@farmerscapital.com
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