WesBanco, Inc. and Premier Financial Corp. Announce Shareholder Approvals of Merger Agreement
11 Dezember 2024 - 10:30PM
Business Wire
WesBanco, Inc. (“WesBanco”) (Nasdaq: WSBC) and Premier Financial
Corp. (“Premier”) (Nasdaq: PFC) today announced that WesBanco’s
shareholders and Premier’s shareholders have each voted
overwhelmingly to adopt and approve, as applicable, all proposals
relating to the previously announced merger agreement for WesBanco
to acquire Premier. The votes were held at the respective special
meetings of WesBanco’s shareholders and Premier’s shareholders
today. Approximately 85% of the votes cast at WesBanco’s special
meeting voted to approve the merger and to approve the proposal to
issue shares of WesBanco common stock as described in the joint
proxy statement/prospectus for the special meeting, and
approximately 68% of the outstanding shares of Premier common stock
voted to approve the proposal to adopt the merger agreement.
“Shareholder approval is a key milestone that reflects strong
confidence in the opportunities this merger creates for our
communities, customers, employees and shareholders,” said Jeff
Jackson, President and Chief Executive Officer of WesBanco. “With
this step complete, we look forward to receiving the required
regulatory approvals and then scheduling the closing of the merger,
so we can bring our community commitment and the resources of a
stronger organization to all of our communities.”
With the completion of this critical milestone, the companies
believe the merger is on track to close during the first quarter of
2025. The transaction remains subject to the completion of
customary closing conditions, including the receipt of required
regulatory approvals.
The 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.
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
$18.5 billion in total assets, with our Trust and Investment
Services holding $6.1 billion of assets under management and
securities account values (including annuities) of $1.9 billion
through our broker/dealer, as of September 30, 2024. Learn more at
www.wesbanco.com and follow @WesBanco on Facebook, LinkedIn and
Instagram.
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.
Matters set forth in this press release contain certain
forward-looking statements, including certain plans, expectations,
goals, and projections, and including statements about the benefits
of the proposed Merger between WesBanco and Premier, that are
subject to numerous assumptions, risks, and uncertainties.
Forward-looking statements in this press release are made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Actual results could differ materially from
those contained or implied by such statements for a variety of
factors including: the effects of changing regional and national
economic conditions, changes in interest rates, spreads on earning
assets and interest-bearing liabilities, and associated interest
rate sensitivity; sources of liquidity available to WesBanco and
its related subsidiary operations; potential future credit losses
and the credit risk of commercial, real estate, and consumer loan
customers and their borrowing activities; actions of the Federal
Reserve Board, the Federal Deposit Insurance Corporation, the
Consumer Financial Protection Bureau, the Securities and Exchange
Commission, the Financial Institution Regulatory Authority, the
Municipal Securities Rulemaking Board, the Securities Investors
Protection Corporation, and other regulatory bodies; potential
legislative and federal and state regulatory actions and reform,
including, without limitation, the impact of the implementation of
the Dodd-Frank Act; adverse decisions of federal and state courts;
fraud, scams and schemes of third parties; cyber-security breaches;
competitive conditions in the financial services industry; rapidly
changing technology affecting financial services; marketability of
debt instruments and corresponding impact on fair value
adjustments; and/or other external developments materially
impacting WesBanco’s operational and financial performance, the
businesses of the 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;
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 SEC. All forward-looking statements included in this press
release are based on information available at the time of the
release. Neither WesBanco nor Premier assumes any obligation to
update any forward-looking statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20241211786892/en/
WesBanco Investor Contact: John H. Iannone Senior Vice
President, Investor Relations 304-905-7021
WesBanco Company Contact: Alisha Hipwell Executive Vice
President, Corporate Communications Alisha.Hipwell@wesbanco.com
304-234-9230
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