Tower and First Chester Announce Updated Exchange Ratio Calculation
December 07 2010 - 4:30PM
Business Wire
Tower Bancorp, Inc. (“Tower”) (NASDAQ: TOBC) and First Chester
County Corporation (“First Chester”) (NASDAQ: FCEC) today jointly
announced that the amount of First Chester Delinquent Loans has
been calculated at $69.7 million as of November 30, 2010.
Accordingly, if the merger of First Chester and Tower closes in
December 2010 as expected, First Chester shareholders will receive
0.356 shares of Tower common stock for each share of First Chester
common stock they own on the effective date of the merger. The
parties indicated that the principal reason for the decrease in the
amount of First Chester Delinquent Loans is a recent improvement in
the overall credit quality of First Chester’s loan portfolio.
Each of the companies will hold a special meeting of its
respective shareholders on December 8, 2010 for purposes of
considering and approving the agreement and plan of merger between
Tower and First Chester, which provides for the merger of First
Chester into Tower. The merger is currently anticipated to close in
mid-December 2010.
Additional Information About the Merger
The proposed transaction will be submitted to the shareholders
of First Chester and Tower for their consideration and approval. In
connection with the proposed transaction, Tower has filed with the
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4, which has been declared effective by
the SEC and includes a joint proxy statement/prospectus and other
relevant documents to be distributed to the shareholders of Tower
and First Chester on or about November 5, 2010. Investors are
urged to read the registration statement and the 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 will
contain important information. Investors can obtain a free copy of
the joint proxy statement/prospectus, as well as other filings
containing information about Tower and First Chester, free of
charge from the SEC’s Internet site (www.sec.gov), by contacting
Tower Bancorp, Inc., 112 Market Street, Harrisburg,
Pennsylvania 17101, Attention: Brent Smith, Investor Relations,
telephone 717-724-4666 or by contacting First Chester Financial
Corporation, 9 North High Street, West Chester, Pennsylvania 19381
Attention: John Stoddart, Investor Relations, telephone
484-881-4141. INVESTORS SHOULD READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE SEC
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TRANSACTION.
Participants in the Transaction
Tower, First Chester and their respective directors, executive
officers, and certain other members of management and employees may
be soliciting proxies from Tower and First Chester shareholders in
favor of the transaction. Information regarding the persons who
may, under the rules of the SEC, be considered participants in
the solicitation of the Tower and First Chester shareholders in
connection with the proposed transaction is set forth in the joint
proxy statement/prospectus filed with the SEC. You can also find
information about Tower’s executive officers and directors in its
definitive proxy statement filed with the SEC on April 23,
2010, which is available at the SEC’s Internet site (www.sec.gov). Additional information about First
Chester’s executive officers and directors is set forth in its Form
10-K filed with the SEC on July 27, 2010, which is available
at the SEC’s Internet site. You can also obtain free copies of
these documents from Tower or First Chester, as appropriate, using
the contact information above.
This document is not an offer to sell
shares of Tower’s securities which may be issued in the proposed
transaction. Such securities are offered only by means of the joint
proxy statement/prospectus referred to above.
About Tower Bancorp,
Inc.
Tower Bancorp, Inc. is the parent company of Graystone Tower
Bank, a full-service community bank operating 26 branch offices in
central Pennsylvania and Maryland through two divisions, Graystone
Bank and Tower Bank. With total assets of approximately $1.6
billion, Tower Bancorp’s unparalleled competitive advantage is its
more than 300 employees and a strong corporate culture paired with
a clear vision that provides customers with uncompromising service
and individualized solutions to every financial need. Tower
Bancorp’s common stock is listed on the NASDAQ Global Market under
the symbol “TOBC.” More information about Tower Bancorp and its
divisions can be found on the internet at www.yourtowerbank.com,
www.graystonebank.com and www.towerbancorp.com.
About First Chester County
Corporation
First Chester County Corporation and its wholly owned
subsidiary, First National Bank of Chester County, is a financial
institution with $1.14 billion in assets and 23 branch offices
located in Chester, Delaware, Lancaster and Cumberland counties.
Founded in 1863, First National Bank of Chester County is the
eighth oldest national bank in the country. First National provides
quality financial services to individuals, businesses, government
entities, nonprofit organizations, and community service groups.
Wealth Management and Trust Services are provided through First
National Wealth Management, a division of First National Bank of
Chester County. For more information, visit www.1nbank.com.
Mortgage services are provided through American Home Bank, a
division of First National Bank of Chester County. American Home
Bank (AHB) has multiple national delivery channels in the retail
and wholesale mortgage arena as well as joint venture mortgage
partnerships with builders and systems-built manufacturers. For
more information visit www.bankahb.com.
Safe Harbor for Forward-Looking
Statements
This document may contain forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995. Actual
results and trends could differ materially from those set forth in
such statements due to various risks, uncertainties and other
factors. Such risks, uncertainties and other factors that could
cause actual results and experience to differ from those projected
include, but are not limited to, the following: ineffectiveness of
the company’s business strategy due to changes in current or future
market conditions; the effects of competition, and of changes in
laws and regulations, including industry consolidation and
development of competing financial products and services; interest
rate movements; changes in credit quality; inability to achieve
merger-related synergies; difficulties in integrating distinct
business operations, including information technology difficulties;
volatilities in the securities markets; and deteriorating economic
conditions, and other risks and uncertainties, including those
detailed in filings by Tower Bancorp, Inc. and First Chester
Financial Corporation with the SEC.
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