WHEELING, W.
Va., July 19, 2012
/PRNewswire/ -- WesBanco, Inc. ("WesBanco") (Nasdaq:WSBC) and
Fidelity Bancorp, Inc. ("Fidelity") (Nasdaq:FSBI) jointly announced
today that they have executed a definitive Agreement and Plan of
Merger providing for the merger of Fidelity with and into WesBanco.
James C. Gardill, Chairman of the
Board, and Paul M. Limbert,
President & CEO, of WesBanco and Christopher S. Greene, Chairman of the Board,
and Richard G. Spencer, President
& CEO, of Fidelity, made the joint announcement.
Under the terms of the Agreement and Plan of Merger,
WesBanco will exchange a combination of its common stock and cash
for Fidelity common stock. Fidelity shareholders will be entitled
to receive 0.8275 shares of WesBanco common stock and cash in
the amount of $4.50 per share for
each share of Fidelity common stock. The exchange ratio is based on
the average closing price of WesBanco over the 15 day period prior
to announcement. The merger is expected to qualify as a
tax-free reorganization. WesBanco expects the combination to be
accretive to 2013 earnings per share, excluding merger-related
expenses.
The transaction, approved by the directors of both
companies, is valued at $70.8
million, based on WesBanco's average common stock price
noted above and Fidelity's diluted shares outstanding. The
transaction values Fidelity at a price/common share book value of
153%, price to tangible book value of 162%, and a premium to core
deposits of 6.6% based on March 31,
2012 financial results. Subject to the receipt of required
approvals, it is expected that Fidelity will redeem all of its
preferred stock and warrants held by the U.S. Treasury under the
Capital Purchase Program prior to or upon closing of the
merger. One-time charges related to the deal are
anticipated to approximate $7.0
million, with cost savings totaling approximately 35% of
Fidelity's total non-interest expense, to be fully phased in by
2014. Tangible book value per share dilution is expected to
approximate 5.7%, considering estimated purchase accounting marks
for various assets and liabilities, including a 3.4% gross credit
mark on the loan portfolio. Earn back of such dilution is
anticipated to be approximately 4 years and earnings accretion,
excluding restructuring charges, is estimated at 6% annualized
after cost savings are fully realized. The acquisition is
subject to the approvals of the appropriate banking regulatory
authorities and the approval vote of the shareholders of Fidelity.
It is expected that the transaction will be completed late in the
fourth quarter of 2012 or in early 2013.
"We are extremely pleased to have the opportunity to
expand our Pittsburgh market
through our merger with Fidelity, a well-managed, profitable
company located in many established market areas in Pennsylvania. Fidelity's branches are
strategically located in areas that add to WesBanco's branches in
Western Pennsylvania. Their
banking locations and access to business opportunities in markets
projected for population growth over the next five years will
significantly diversify WesBanco's customer base and product
distribution. Furthermore, this merger provides approximately
$550 million of deposits in the
Western Pennsylvania market," said
WesBanco Chairman of the Board, James C.
Gardill.
"Our affiliation with WesBanco will maintain a level of
local decision making through employee and management retention
while providing an enhanced product and service array. That leads
to improvements in customer service and improved opportunities for
our employees. In our markets, supporting our local communities
while providing a larger regional presence will continue to
differentiate us from our super-regional competitors. The combined
strength of WesBanco and Fidelity affords us a great opportunity to
compete and service our customers," said Christopher S. Green, Fidelity Chairman of the
Board. "It became very clear early on that WesBanco's vision for
the future fit extremely well with our own business plan and our
desire to maintain our strong reputation and community standing.
WesBanco shares our vision for the future," he
continued.
"WesBanco's extensive experience in trusts and
investments, commercial lending and technologically advanced
banking systems were important factors in determining the merger
potential of the combined organization," said Richard G. Spencer, Fidelity President &
CEO. "We operate in some very attractive markets that are the homes
to Fortune 500 companies. By aligning ourselves with WesBanco, we
become a formidable competitor for business in Western Pennsylvania. As part of WesBanco,
with our more significant combined resources, we can now compete
for larger commercial and retail transactions and offer improved
trust and wealth related services. We look forward to providing our
customers the same types of products that are offered by the
super-regional competitors in our markets while we maintain the
community bank orientation necessary to compete with the other
financial institutions that serve our markets," Mr. Spencer
said.
At March 31, 2012, WesBanco
had consolidated assets of $5.6
billion, deposits of $4.5
billion, loans of $3.2 billion
and shareholders' equity of $642
million.
At March 31, 2012, Fidelity
had consolidated assets of $666
million, deposits of $471
million, loans of $341 million
and shareholders' equity of $52
million.
When the transaction is consummated, the combination of
the two banking companies will create a bank with approximately
$6.3 billion in total assets
providing banking services through 125 locations and 120 ATM's in
three states. The transaction will expand WesBanco's franchise by
13 offices located along the Rt. 19 corridor North, South and
through the City of
Pittsburgh.
As a result of the merger, it is anticipated that WesBanco
will add Richard G. Spencer to
its board. All of the directors and executive officers of
Fidelity have entered into voting agreements with WesBanco pursuant
to which they have agreed to vote their shares in favor of the
transaction. The approximate four to six month time period
leading to the consummation of the merger has officials of both
organizations optimistic that organizing around customer service
and product delivery can be effected with as little employee
disruption as possible.
"Retaining key employees and ties to the communities
served by Fidelity will be extremely important in our ability to
effect a smooth transition for Fidelity customers," said
Paul M. Limbert, WesBanco President
& CEO. "Given the attractive markets served by Fidelity, it is
important that we retain as much continuity in service and
leadership as possible. These are areas that we are particularly
interested in as we prepare to offer WesBanco products and
services. For 85 years, Fidelity has operated a successful
franchise by concentrating on its customers and its communities. It
is important that Fidelity customers continue to be served by
familiar faces in their markets," he continued.
Investment advisors involved in the transaction were
Macquarie Capital (USA), Inc.,
representing WesBanco, and Mufson Howe Hunter & Company, LLC,
representing Fidelity.
Legal representation in the transaction are Phillips Gardill Kaiser & Altmeyer PLC and
K&L Gates LLP for WesBanco and Spidi & Fisch, PC for
Fidelity.
Forward-looking Statement:
This press release contains certain forward-looking
statements, including certain plans, expectations, goals, and
projections, and including statements about the benefits of the
merger between WesBanco and Fidelity, 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: the businesses of WesBanco and
Fidelity 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 merger may not be fully realized
within the expected timeframes; disruption from the merger may make
it more difficult to maintain relationships with clients,
associates, or suppliers; the required governmental approvals of
the merger may not be obtained on the proposed terms and schedule;
Fidelity's stockholders may not approve the 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 2011
Annual Report on Form 10-K, Fidelity's 2011 Annual Report on Form
10-K, and documents subsequently filed by WesBanco and Fidelity
with the Securities and Exchange Commission, including WesBanco's
Form 10-Q as of March 31, 2012 and
Fidelity's Form 10-Q's as of December 31,
2011 and March 31, 2012. All
forward-looking statements included in this news release are based
on information available at the time of the release. Neither
WesBanco nor Fidelity assumes any obligation to update any
forward-looking statement.
Conference Call Information:
WesBanco and Fidelity will host a conference call and
webcast to discuss the Agreement and Plan of Merger on July 20, 2012 at 9:00 a.m.
EDT. Investors, analysts and other interested parties
may access the teleconference and webcast, which is sponsored by PR
Newswire, at 800-860-2442 or 1-412-858-4600 for international
callers. The call may also be listened to via Webcast
through the "Investor Relations" section of WesBanco's web site at
http://www.wesbanco.com or by registering at
http://www.videonewswire.com/event.asp?id=88555. Access to
the Webcast will begin approximately 15 minutes prior to the start
of the call. A replay of the call will be available
shortly after the conclusion of the call for a period of
approximately 30 days. The replay can be accessed by dialing
(877) 344-7529. The replay conference number is
10016757.
Additional Information About the Merger and Where to Find
It:
Shareholders of Fidelity and other interested parties are
urged to read the proxy statements/prospectus that will be included
in the Form S-4 registration statement that WesBanco will file with
the SEC in connection with the merger because it will contain
important information about WesBanco, Fidelity, the merger and
other related matters. A proxy statement/prospectus will be mailed
to shareholders of Fidelity prior to their shareholder meeting,
which has not yet been scheduled. In addition, when the
registration statement, which will include the proxy
statements/prospectus and other related documents are filed by
WesBanco with the SEC, they may be obtained for free at the SEC's
website at http://www.sec.gov, on the NASDAQ website at
http://www.nasdaq.com and from either the WesBanco or Fidelity
websites at http://www.wesbanco.com or at
http://www.fidelitybancorp-pa.com.
Any questions should be directed to Paul M. Limbert, Chief Executive Officer (304)
234-9206, James C. Gardill, Chairman
(304) 234-9216 or Robert H. Young,
Chief Financial Officer (304) 234-9447 of WesBanco or Christopher S. Green, Chairman, or Richard G. Spencer, President & CEO (412)
367-3300 of Fidelity.
Fidelity and its executive officers and directors may be
deemed to be participants in the solicitation of proxies in
connection with the merger. Information about the directors and
executive officers of Fidelity and information about any other
persons who may be deemed participants in this transaction will be
included in the proxy statement/prospectus. You can find
information about Fidelity's directors and executive officers in
the proxy statement for Fidelity's annual meeting of shareholders
filed with the SEC on January 11,
2012. You can obtain a free copy of this document from the
SEC or Fidelity using the contact information above.
This communication shall not constitute an offer to sell
or the solicitation of an offer to sell or the solicitation of an
offer to buy any securities.
About Fidelity:
Fidelity Bancorp, Inc. is a bank holding company
incorporated under the laws of the State
of Pennsylvania and regulated by the Board of Governors of
the Federal Reserve System. Fidelity operates a wholly-owned
banking subsidiary, Fidelity Bank, PaSB, which provides depository,
lending, and other financial services to individuals and businesses
in the Pittsburgh, Pennsylvania
marketplace. Fidelity Bank, PaSB is a state-chartered savings bank
regulated by the State of
Pennsylvania and insured by the Federal Deposit Insurance
Corporation (FDIC). Fidelity Bank, PaSB operates 13 banking
offices.
With a balanced combination of "high-touch" customer
service, local management, strong operating controls, and
controlled geographic expansion, Fidelity Bank, PaSB has grown into
one of Pittsburgh's premier
independent financial services organizations.
Fidelity's common stock currently trades on the
Nasdaq Global Market under the symbol "FSBI".
About WesBanco:
WesBanco is a multi-state bank holding company with total
assets of approximately $5.6
billion. WesBanco operates through 112 banking
offices, one loan production office, and 104 ATMs in West Virginia, Ohio, and Pennsylvania. Founded in 1870, WesBanco
provides innovative retail and commercial, trust, investment and
insurance products and services. WesBanco also offers retail and
commercial financial services online at www.wesbanco.com and
www.wesmarkfunds.com and through WesBancoLine, its 24-hour
telephone banking service. WesBanco is the second largest bank
holding company headquartered in West
Virginia with the third overall deposit market share.
WesBanco's banking subsidiary is WesBanco Bank, Inc., headquartered
in Wheeling, West Virginia. In
addition, WesBanco operates an insurance brokerage company,
WesBanco Insurance Services, Inc., and a full service
broker/dealer, WesBanco Securities, Inc.
Wesbanco's common stock trades on the Nasdaq Global Select
Market under the symbol "WSBC".
SOURCE WesBanco, Inc.