WHEELING, W.Va., July 20 /PRNewswire-FirstCall/ -- WesBanco, Inc.
("WesBanco") (NASDAQ:WSBC) and Oak Hill Financial, Inc. ("Oak
Hill") (NASDAQ:OAKF) jointly announced today that they have
executed a definitive Agreement and Plan of Merger providing for
the merger of Oak Hill with and into WesBanco. James C. Gardill,
Chairman of the Board, and Paul M. Limbert, President & CEO, of
WesBanco and John D. Kidd, Chairman of the Board, and Ralph E.
Coffman, Jr., President & CEO, of Oak Hill, made the joint
announcement. At June 30, 2007, Oak Hill had consolidated assets of
$1.3 billion, deposits of $958 million, loans of $1.0 billion and
shareholders' equity of $95 million. At June 30, 2007, WesBanco had
consolidated assets of $4.0 billion, deposits of $3.0 billion,
loans of $2.8 billion and shareholders' equity of $406 million.
Under the terms of the Agreement and Plan of Merger, WesBanco will
exchange a combination of its common stock and cash for Oak Hill
common stock. Oak Hill shareholders will be entitled to receive
either 1.256 shares of WesBanco common stock or cash in the amount
of $38.00 per share for each share of Oak Hill common stock held
subject to an overall allocation of 90% stock and 10% cash in the
exchange. Common stock received by Oak Hill shareholders is
anticipated to qualify as a tax-free exchange. WesBanco expects the
combination to be break-even to 2008 earnings per share and to add
over 2% to 2009 earnings per share. The transaction, approved by
the directors of both companies, currently is valued at $201
million, based on WesBanco's current common stock price and Oak
Hill's diluted shares outstanding. Highlights of the transaction
include a Price/Book Value of 205%, Price to Tangible Book Value of
232%, Price/Last Twelve Months Earnings multiple of 19.9 times,
Price to Forward Earnings of 17.0 times, and Core Deposit Premium
of 14.1%. Proforma financial analysis of the transaction includes
the expected sale by Oak Hill of approximately $50 million in
classified loans in connection with the merger. The acquisition is
subject to the approvals of the appropriate banking regulatory
authorities and the shareholders of WesBanco and Oak Hill. It is
expected that the transaction will be completed late in the fourth
quarter of 2007. Investment advisors involved in the transaction
were Keefe, Bruyette & Woods, Inc., representing WesBanco, and
Stifel, Nicolaus & Company, Incorporated, representing Oak
Hill. When the transaction is consummated, the combination of the
two banking companies will create a bank with approximately $5.4
billion in total assets providing banking services through 117
locations and 152 ATM's in three states. The transaction will
expand WesBanco's franchise along the Interstate 71 and Interstate
75 corridors from Dayton, Ohio to Cincinnati, Ohio. Oak Hill
operates 36 banking offices and one loan production office located
in sixteen counties distributed primarily in southern, central and
western Ohio. WesBanco and Oak Hill officials stated that a
thorough review of current staffing would take place as the merger
progressed. 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 Oak Hill will be extremely important in our
ability to effect a smooth transition for Oak Hill customers," said
Paul M. Limbert, WesBanco President & CEO. "Given the diverse
markets served by Oak Hill, 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. Since 1902, Oak Hill has operated a
successful franchise by concentrating on its customers and its
communities. It is important that Oak Hill customers continue to be
served by familiar faces in their markets," he continued. "We are
extremely pleased to have the opportunity to expand our Ohio
franchise through our merger with Oak Hill, a well managed,
profitable company located in many established market areas in
Ohio. Oak Hill's branches are strategically located in areas that
complement the WesBanco footprint, especially in the Cincinnati,
Dayton/Springfield and Columbus, Ohio markets. 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. With
the addition of Oak Hill, 51% of our deposits will now be located
in Ohio. Furthermore, this merger adds a higher percentage of
positive growth markets to our Ohio franchise," said WesBanco
Chairman of the Board, James C. Gardill. "WesBanco's acquisition
strategy is one that is structured to create efficiencies that lead
to improved profitability and increased shareholder value. Through
the Oak Hill transaction, we will acquire a quality financial
institution that supports our existing Ohio markets and provides a
bridge of expansion into new markets that can provide long-term
growth potential," said Mr. Gardill. "We are pleased with the
prospect of competing for business across the entire state of Ohio.
This transaction is a natural extension in our growth westward in
Ohio. With the completion of the Oak Hill merger, our combined
banking organization will serve western, southern and central Ohio
with a concentration in the urban markets of Cincinnati, Columbus,
Dayton/Springfield, Marietta and Cambridge and through 74 Ohio
based banking locations," Mr. Gardill said. "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 shareholder value 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 Oak Hill affords
us a great opportunity to compete and service our customers," said
John D. Kidd, Oak Hill 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 Ralph E.
Coffman, Jr., Oak Hill 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 Ohio. 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 all of the 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 rural areas," Mr. Coffman
said. As a result of the merger, it is anticipated that WesBanco
will add four individuals to its board from the board of Oak Hill.
Joining the WesBanco Board of Directors will be: John D. Kidd,
Donald P. Wood, D. Bruce Knox and Neil S. Strawser. These
individuals, along with a director emeritus of Oak Hill, have
entered into voting agreements with WesBanco pursuant to which they
have agreed to vote their shares in favor of the transaction. Mr.
Kidd will serve as Vice Chairman of the WesBanco Board. One-time
charges related to the deal are anticipated to approximate $10
million, with cost savings totaling approximately 22% of Oak Hill's
non-interest expenses, to be fully phased in by 2009.
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 Oak Hill, 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 Oak Hill 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; WesBanco's or Oak Hill'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 2006 Annual Report on Form
10-K, Oak Hill's 2006 Annual Report on Form 10-K, and documents
subsequently filed by WesBanco and Oak Hill with the Securities and
Exchange Commission, including both companies' Form 10-Q's as of
March 31, 2007. All forward-looking statements included in this
news release are based on information available at the time of the
release. Neither WesBanco nor Oak Hill assumes any obligation to
update any forward-looking statement. Conference Call Information
WesBanco and Oak Hill will host a conference call and webcast to
discuss the Agreement and Plan of Merger on July 20, 2007 at 11:00
a.m. EDT. Investors, analysts and other interested parties may
access the teleconference and webcast, which is sponsored by
Thomson/CCBN, at 800-435-1261 by entering participant passcode
87077371 and http://www.wesbanco.com/. In addition, WesBanco has
prepared an investor presentation to accompany the audio call,
which is available via the Internet at http://www.wesbanco.com/.
WesBanco's Investor Relations site contains the investor
presentation, as well as the link to the audio webcast for the
Friday conference call. A replay of the webcast will be available
shortly after the conclusion of the call for a period of
approximately 90 days. Additional Information About the Merger and
Where to Find It Shareholders of WesBanco and Oak Hill and other
interested parties are urged to read the joint 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, Oak Hill, the merger and other related
matters. A proxy statement/prospectus will be mailed to
shareholders of WesBanco and Oak Hill prior to their respective
shareholder meetings, which have not yet been scheduled. In
addition, when the registration statement, which will include the
joint 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 Oak Hill
websites at http://www.wesbanco.com/ or at http://www.oakf.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 John D. Kidd, Chairman, or Ralph E. Coffman, Jr.,
President & CEO (740) 286-3283 of Oak Hill. WesBanco, Oak Hill
and their respective 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 WesBanco and Oak Hill 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 WesBanco's directors and executive officers in
the proxy statement for WesBanco's annual meeting of stockholders
filed with the SEC on March 16, 2007. You can find information
about Oak Hill's directors and executive officers in the proxy
statement for Oak Hill's annual meeting of shareholders filed with
the SEC on March 20, 2007. You can obtain free copies of these
documents from the SEC, WesBanco or Oak Hill 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 Oak Hill Oak Hill
Financial, Inc. is a financial holding company incorporated under
the laws of the State of Ohio and regulated by the Board of
Governors of the Federal Reserve System. Oak Hill operates three
subsidiaries: Oak Hill Banks, Oak Hill Financial Insurance Agency,
Inc. and Oak Hill Title Agency. In turn, Oak Hill Banks and its two
subsidiaries, Oak Hill Banks Community Development Corp. and Oak
Hill Financial Services, Inc., provide depository, lending, and
other financial services to individuals and businesses. Oak Hill
Banks is a state-chartered commercial bank regulated by the State
of Ohio and insured by the Federal Deposit Insurance Corporation
(FDIC). Oak Hill Banks operates 36 banking offices and one loan
production office in 16 counties across southern and central Ohio.
Oak Hill Financial Insurance Agency offers group health insurance,
other employee benefits, benefits administration, and property and
casualty insurance. Oak Hill Title Agency is a limited liability
company that provides title services for commercial and residential
real estate transactions. Oak Hill Banks Community Development
Corp. provides special financing and financial counseling targeted
to stimulating economic development and job creation in 12 low and
moderate income counties in southern Ohio. Oak Hill Financial
Services, Inc. offers financial planning and brokerage services to
individuals and businesses. With a balanced combination of
"high-touch" customer service, local management, strong operating
controls, and controlled geographic expansion, Oak Hill Financial
has grown into one of Ohio's premier independent financial services
organizations. The Company's common stock currently trades on the
Nasdaq Global Select Market under the symbol "OAKF". About
WesBanco: WesBanco is a multi-state bank holding company with total
assets of approximately $4 billion. With the September 2007
completion of its Highlands Commercial Development Banking Center
location, WesBanco will operate through 79 banking offices, one
loan production office, and 110 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 http://www.wesbanco.com/ and
http://www.wesmark.funds.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. that also operates
Mountaineer Securities, WesBanco's discount brokerage operation.
The Company's common stock trades on the Nasdaq Global Select
Market under the symbol "WSBC". DATASOURCE: WesBanco, Inc. CONTACT:
Paul M. Limbert, President & CEO, WesBanco, Inc.,
+1-304-234-9206, or John D. Kidd, Chairman, Oak Hill Financial,
Inc., +1-740-286-3283 Web site: http://www.wesbanco.com/
http://www.oakf.com/
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