Nasdaq to Continue Listing Shares of Sterling Financial Corporation of Lancaster, Pa.
16 November 2007 - 8:45AM
PR Newswire (US)
LANCASTER, Pa., Nov. 15 /PRNewswire-FirstCall/ -- Sterling
Financial Corporation (NASDAQ:SLFI) ("Sterling") announced today
that the Nasdaq Listing and Hearing Review Council has determined
to grant the request from Sterling to allow its continued listing
on The Nasdaq Stock Market. On October 3, the Nasdaq Listing and
Hearing Review Council called the Nasdaq Hearing Panel's August 14
decision for review and on November 9, the Listing Council
determined to issue a stay of any decision to delist Sterling's
securities. This stay is effective pending further action by the
Listing Council. Also, as expected, Sterling received an Additional
Nasdaq Staff Determination letter indicating that Sterling was not
in compliance with the periodic filing requirement for the third
quarter as required by Marketplace Rule 4310(c)(14) for continued
listing on The Nasdaq Stock Market. The notice was issued in
accordance with standard Nasdaq procedures because Sterling did not
file its Form 10-Q for the quarter ended September 30, 2007 by the
filing deadline. Sterling is complying with all appeal processes.
Sterling's non-compliance with Nasdaq's filing requirements is in
part due to the on-going independent investigation which Sterling's
Audit Committee has been conducting into financing contract
irregularities at its affiliate, Equipment Finance LLC. Sterling is
committing all necessary resources to complete the investigation
and its financial restatement. On July 19, 2007, Sterling announced
a definitive agreement to merge with The PNC Financial Services
Group, Inc., (NYSE:PNC). The companies continue to expect the
transaction to close in the first quarter of 2008. Sterling
Financial Corporation (NASDAQ:SLFI) is a diversified financial
services company based in Lancaster, Pa. 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). 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 collectibility 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. Additional Information About this
Transaction The PNC Financial Services Group, Inc. and Sterling
Financial Corporation will be filing 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 AND ANY OTHER
DOCUMENTS TO BE 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 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
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 (877) 248-6420. 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 set forth in the proxy statement for its 2007 annual
meeting of stockholders, which was filed with the SEC on April 2,
2007. Additional information regarding the interests of such
participants will be included in the proxy statement/prospectus and
the other relevant documents filed with the SEC when they become
available. 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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