WesBanco, Inc. and Oak Hill Financial, Inc. Announce Election Deadline in Connection with Proposed Acquisition
November 01 2007 - 11:00AM
PR Newswire (US)
WHEELING, W.Va., Nov. 1 /PRNewswire-FirstCall/ -- WesBanco, Inc.
(NASDAQ:WSBC) and Oak Hill Financial, Inc. (NASDAQ:OAKF) announced
today that November 27, 2007 has been set as the deadline for
merger consideration elections in connection with WesBanco's
proposed merger with Oak Hill. Completion of the merger is subject
to customary closing conditions, as well as the approval of the
merger agreement and merger by Oak Hill shareholders at a special
meeting of Oak Hill shareholders scheduled for November 16, 2007,
approval of the issuance of WesBanco common stock, adoption of the
merger agreement and approval of the merger by WesBanco
shareholders at a special meeting of WesBanco shareholders
scheduled for November 16, 2007, and approval by various regulatory
agencies. Oak Hill shareholders wishing to make an election
regarding the consideration they would like to receive for their
Oak Hill shares must deliver to Computershare Trust Co., Inc., the
exchange agent, properly completed Election Forms and Letters of
Transmittal, together with their stock certificates or properly
completed notices of guaranteed delivery, by 5:00 P.M., E.S.T., on
Tuesday, November 27, 2007, the election deadline. Oak Hill
shareholders may elect cash, shares of WesBanco common stock or a
combination of the two for their Oak Hill shares. All elections are
subject to adjustment to ensure that 90% of the outstanding shares
of Oak Hill common stock will be converted into the right to
receive shares of WesBanco common stock, and the remaining shares
of Oak Hill common stock will be converted into the right to
receive cash. As a result, an Oak Hill shareholder may not receive
the exact form of consideration elected, and the ability of an Oak
Hill shareholder to receive the form of consideration elected will
depend on the elections made by other Oak Hill shareholders. Oak
Hill shareholders who do not properly deliver such documentation to
Computershare Trust Co., Inc. (at the address specified in the
Election Form and Letter of Transmittal) prior to the election
deadline will forfeit the right to select the form of consideration
they would like to receive. If the acquisition is completed, such
non-electing shareholders will be allocated WesBanco common stock
and/or cash depending on the elections made by other Oak Hill
shareholders. Oak Hill shareholders may obtain additional copies of
the Election Form and Letter of Transmittal, copies of which were
mailed today to Oak Hill shareholders, by contacting Georgeson
Inc., the information agent, at 1-888-605-8337. Forward-Looking
Statements This release contains certain forward-looking statements
related to the future performance of Oak Hill Financial, Inc. These
statements, which are subject to numerous risks and uncertainties,
are presented in good faith based on the company's current
condition and management's understanding, expectations, and
assumptions regarding its future prospects as of the date of this
release. Actual results could differ materially from those
projected or implied by the statements contained herein. The
factors that could affect the company's future results are set
forth in the periodic reports and registration statements file by
the company with the Securities and Exchange Commission. The
proposed merger between WesBanco, Inc. and Oak Hill Financial, Inc.
will be submitted to both WesBanco's and Oak Hill's shareholders
for their consideration. Shareholders are urged to read the
definitive joint proxy statement/prospectus regarding the proposed
transaction and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because
they contain important information. Shareholders may obtain a free
copy of the joint proxy statement/prospectus, as well as other
filings containing information about WesBanco and Oak Hill, at the
SEC's Internet site (http://www.sec.gov/). These documents are also
available, free of charge, at http://www.wesbanco.com/ or
http://www.oakf.com/. Copies of the joint proxy
statement/prospectus and the SEC filings incorporated by reference
in the joint proxy statement/prospectus can also be obtained,
without charge, by directing a request to the contact information
noted below. Additional Information About this Transaction In
connection with WesBanco's proposed merger with Oak Hill, WesBanco
has filed a registration statement on Form S-4 with the Securities
and Exchange Commission containing a joint proxy
statement/prospectus dated October 10, 2007, which has been mailed
to both WesBanco and Oak Hill shareholders. Investors are urged to
read these materials, and any other documents filed by WesBanco or
Oak Hill with the SEC, because they contain or will contain
important information about WesBanco, Oak Hill and the merger. The
joint proxy statement/prospectus and other relevant materials, and
any other documents filed by WesBanco with the SEC, may be obtained
free of charge at the SEC's website at http://www.sec.gov/.
Investors may obtain free copies of the documents filed with the
SEC by WesBanco by directing a written request to WesBanco, Inc.,
One Bank Plaza, Wheeling, West Virginia, Attn: Larry G. Johnson,
Secretary. In addition, investors may obtain free copies of the
documents filed with the SEC by Oak Hill by directing a written
request to Oak Hill Financial, Inc., 14621 State Road 93, Jackson,
Ohio 45640, Dale B. Shafer, Interim Chief Financial Officer,
Secretary and Treasurer. WesBanco, Oak Hill and their respective
executive officers and directors may be deemed to be participants
in the solicitation of proxies from the shareholders of either
WesBanco or Oak Hill 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 is included in the joint proxy
statement/prospectus. 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. WesBanco is a bank
holding company headquartered in Wheeling, West Virginia. WesBanco
provides a full range of financial services including retail
banking, corporate banking, personal and corporate trust services,
brokerage services, mortgage banking and insurance. WesBanco offers
these services through two reportable segments, community banking
and trust and investment services. As of June 30, 2007, WesBanco
had approximately $4.0 billion in consolidated total assets, $3.0
billion in deposits and $406 million of shareholder's equity.
WesBanco operates through 78 banking offices and 110 ATM machines
in West Virginia, Ohio and Pennsylvania. WesBanco's main office is
located at One Bank Plaza, Wheeling, West Virginia, 26003 and its
telephone number is (304) 234-9000. Oak Hill is a bank holding
company headquartered in Jackson, Ohio. Oak Hill was incorporated
in 1981 under Ohio law for the purpose of becoming the holding
company for Oak Hill Banks, an Ohio state-chartered bank that was
established in 1902. Oak Hill Banks operates 36 banking offices and
one loan office in central and southern Ohio. Through Oak Hill
Banks, Oak Hill is engaged in the business of commercial banking
and other permissible activities closely related to banking. At
June 30, 2007, Oak Hill had total assets of $1.3 billion, total
deposits of $958.2 million and shareholders' equity of $94.8
million. DATASOURCE: WesBanco, Inc. CONTACT: Larry G. Johnson,
Secretary of WesBanco, Inc., +1-304-234-9000; or Dale B. Shafer,
Interim Chief Financial Officer, Secretary and Treasurer of Oak
Hill Financial, Inc., +1-740-286-3283 Web site:
http://www.wesbanco.com/ http://www.oakf.com/
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