WHEELING, W.Va., May 3, 2016 /PRNewswire/ -- WesBanco, Inc.
("WesBanco") (Nasdaq: WSBC) and Your Community Bankshares, Inc.
("Your Community") (Nasdaq: YCB) jointly announced today that they
have executed a definitive Agreement and Plan of Merger providing
for the merger of Your Community with and into WesBanco.
James C. Gardill, Chairman of the
Board, and Todd F. Clossin,
President & CEO, of WesBanco and Gary
L. Libs, Chairman of the Board, and James D. Rickard, President & CEO, of Your
Community, made the joint announcement.
Under the terms of the Agreement and Plan of Merger, which has
been approved by the board of directors of both companies, WesBanco
will exchange a combination of its common stock and cash for Your
Community common stock. Your Community shareholders will be
entitled to receive 0.964 of a share of WesBanco common stock and
cash in the amount of $7.70 per share
for each share of Your Community common stock for a total value of
approximately $39.05 per share or
$221.0 million in aggregate based on
WesBanco's market close price of $32.52 on May 2,
2016. The exchange ratio is based on the average closing
prices of WesBanco common stock of $31.96 over the 10 day period ending on
April 27, 2016. The merger is
expected to qualify as a tax-free reorganization. The transaction
values Your Community at a price to March
31, 2016 tangible book value per share of 173%, a price to
LTM earnings per share of 14.5 times, and a price to mean analyst
estimated 2016 earnings per share of 13.7 times.
Todd F. Clossin, President and
Chief Executive Officer of WesBanco, stated, "the merger with Your
Community meaningfully expands WesBanco's franchise into attractive
markets in Kentucky and
Southern Indiana, and a top ten
market share in the Louisville MSA. Jim
Rickard and his management team have built a high performing
commercial bank with low cost deposits and a strong lending team.
We believe we can provide customers of Your Community with a
broader array of banking services, including expanded commercial
and mortgage lending capabilities as well as trust and wealth
management services."
Excluding certain one-time merger charges, the transaction is
anticipated to be 6-7% accretive to earnings in 2017, and
approximately 9% accretive to earnings in 2018 once anticipated
cost savings are fully phased in. Estimated tangible book
value dilution at closing of less than 5% is expected to be earned
back in less than 3.5 years using the "cross-over" method,
including estimated one-time charges. The acquisition is subject to
the approvals of the appropriate banking regulatory authorities and
the approval vote of the shareholders of Your Community. It is
expected that the transaction should be completed during the third
or fourth quarter of 2016.
"Your Community is an outstanding community-based financial
institution with a strong management team that shares our
commitment to client service and community banking. We are pleased
to be able to partner with Your Community and continue to build on
the solid platform that has been created," said WesBanco Chairman
of the Board, James C. Gardill.
As a result of the merger, it is anticipated that WesBanco will
add two Your Community directors, Gary L.
Libs and Kerry M. Stemler, to
its board of directors. In addition, Jim
Rickard, Your Community's President & CEO, will join
WesBanco as Market President for Kentucky and Southern Indiana.
"We are excited to announce our merger with WesBanco and are
delighted to become a part of their fine organization," said Mr.
Rickard. "WesBanco's strong operating performance, demonstrated
track record of merger integration and commitment to the
communities it serves makes it the ideal partner for Your Community
Bank," Mr. Rickard said.
"Both Kerry and I are excited about joining the Board of
WesBanco," said Mr. Libs, Your Community Chairman of the Board. "By
partnering with WesBanco we will be in a better position to deliver
value to our clients, our employees, and our shareholders," he
continued.
At March 31, 2016, WesBanco had
consolidated assets of approximately $8.6
billion, deposits of $6.1
billion, loans of $5.1 billion
and shareholders' equity of $1.1
billion.
At March 31, 2016, Your Community
had consolidated assets of approximately $1.6 billion, deposits of $1.2 billion, loans of $1.0 billion and shareholders' equity of
$133 million.
In conjunction with closing, WesBanco anticipates shrinking its
combined balance sheet to remain under $10
billion in pro forma assets. "While we have been gradually
building our infrastructure over the past few years to prepare
WesBanco for the day it eclipses $10
billion in assets, we believe the most prudent course of
action is to shrink our balance sheet such that we do not cross
over the $10 billion mark at closing.
On a combined basis, we believe we have the ability to continue our
loan growth at an uninterrupted pace while remaining below
$10 billion in assets in the near
term," said Mr. Clossin.
When the transaction is consummated, WesBanco will provide
banking services through 177 branch locations in five states. The
transaction will expand WesBanco's franchise by 36 offices located
throughout the Louisville,
Elizabethtown, Lexington and Evansville MSAs.
All of the directors and executive officers of Your Community
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 accomplished with as little employee disruption as
possible.
Investment advisors involved in the transaction were
Raymond James & Associates,
Inc., representing WesBanco, and Keefe, Bruyette & Woods, Inc.,
representing Your Community.
Legal representations in the transaction include Phillips Gardill Kaiser & Altmeyer PLC and
K&L Gates LLP for WesBanco, and Frost Brown Todd LLC for Your
Community.
Forward-looking Statements:
This press release contains certain forward-looking statements,
including certain plans, expectations, goals, and projections, and
including statements about the benefits of the proposed merger
between WesBanco and Your Community, 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 Your
Community 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; Your Community's shareholders
may not approve 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 2015 Annual Report on Form
10-K, Your Community's 2015 Annual Report on Form 10-K, and
documents subsequently filed by WesBanco and Your Community with
the Securities and Exchange Commission. All forward-looking
statements included in this news release are based on information
available at the time of the release. Neither WesBanco nor Your
Community assumes any obligation to update any forward-looking
statement.
Conference Call Information:
WesBanco and Your Community will host a conference call and
webcast to discuss the Agreement and Plan of Merger on May 4, 2016 at 10:00 a.m.
ET. 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
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:
Shareholders of Your Community and other interested parties are
urged to read the proxy statement/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, Your Community, the merger
and other related matters. A proxy statement/prospectus will be
mailed to shareholders of Your Community prior to the Your
Community shareholder meeting, which has not yet been scheduled. In
addition, when the registration statement, which will include the
proxy statement/prospectus and other related documents, is filed by
WesBanco with the SEC, it 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 Your
Community websites at http://www.wesbanco.com or at
http://www.yourcommunitybank.com.
Any questions should be directed to Todd
F. Clossin, President and Chief Executive Officer (304)
234-9202, James C. Gardill, Chairman
(304) 234-9216 or Robert H. Young,
Executive Vice President and Chief Financial Officer (304) 234-9447
of WesBanco, or James D. Rickard,
President & Chief Executive Officer (812) 944-2224 or
Paul A. Chrisco, Chief Financial
Officer (812) 981-7375 of Your Community.
Participants in the Solicitation:
WesBanco and Your Community and their respective executive
officers and directors may be deemed to be participants in the
solicitation of proxies from the shareholders of Your Community 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 2016 annual meeting of shareholders,
as filed with the SEC on March 11,
2016. Information about the directors and executive officers
of Your Community is set forth in the proxy statement for Your
Community's 2016 annual meeting of shareholders, as filed with the
SEC on April 7, 2016.
Information about any other persons who may, under the rules of the
SEC, be considered participants in the solicitation of Your
Community shareholders in connection with the proposed merger will
be included in the Proxy Statement/Prospectus. You can obtain free
copies of these documents from the SEC, WesBanco or Your Community
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.
About Your Community:
Your Community Bankshares, Inc. is a bank holding company
headquartered in New Albany,
Indiana and includes its wholly owned, state-chartered
subsidiary bank, Your Community Bank. The Company operates 36
financial centers in Indiana and
Kentucky. The Banks are engaged
primarily in the business of attracting deposits from the general
public and using those funds for the origination of commercial
business and real estate loans and secured consumer loans such as
home equity lines of credit, automobile loans, and recreational
vehicle loans. Additionally, Your Community Bank originates and
sells mortgage loans for the purchase of single-family homes into
the secondary market.
Your Community's common stock currently trades on the Nasdaq
Global Select Market under the symbol "YCB".
About WesBanco:
WesBanco is a multi-state, bank holding company with total
assets of approximately $8.6 billion
(as of March 31, 2016). WesBanco is a
diversified and well-balanced financial services institution, with
a community bank at its core, built upon a strong legacy of credit
and risk management. WesBanco has meaningful market share across
its key geographies maintained by its commitment to dedicated
customer service and solid fee-based businesses. It also provides
wealth management services through a century-old trust and wealth
management business, with more than $3
billion of assets under management, and serves as registered
investment advisor to a proprietary mutual fund family, the WesMark
Funds. WesBanco's banking subsidiary, WesBanco Bank, Inc., operates
141 financial centers in the states of Ohio, Pennsylvania, and West Virginia. In addition, WesBanco operates
an insurance agency, 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".
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SOURCE WesBanco, Inc.