Creates a community-focused, regional
financial services partner with $27+ billion in assets
Announces $200
million in capital commitments in support of the
merger
WHEELING, W.Va., July 26,
2024 /PRNewswire/ -- 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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SOURCE WesBanco, Inc.
