WHEELING, W.Va., April 19, 2018 /PRNewswire/ -- WesBanco, Inc.
("WesBanco") (NASDAQ: WSBC) and Farmers Capital Bank Corporation
("Farmers") (NASDAQ: FFKT) jointly announced today that they have
executed a definitive Agreement and Plan of Merger providing for
the merger of Farmers with and into WesBanco. James C. Gardill, Chairman of the Board, and
Todd F. Clossin, President &
CEO, of WesBanco and R. Terry
Bennett, Chairman of the Board, and Lloyd C. Hillard, Jr., President & CEO, of
Farmers, made the joint announcement.
Under the terms of the Agreement and Plan of Merger, which has
been unanimously approved by the boards of directors of both
companies, WesBanco will exchange a combination of its common stock
and cash for Farmers common stock. Farmers shareholders will be
entitled to receive 1.053 shares of WesBanco common stock and cash
in the amount of $5.00 per share for
each share of Farmers common stock for a total value of
approximately $378.2 million in
aggregate based on WesBanco's market close price of $43.03 on April 18,
2018. The merger is expected to qualify as a tax-free
reorganization. The transaction values Farmers at a price to
March 31, 2018 tangible book value
per share of 195%, and a price to mean analyst estimated 2018
earnings per share of 17.8 times.
Todd F. Clossin, President and
Chief Executive Officer of WesBanco, stated, "The merger with
Farmers significantly expands WesBanco's existing franchise within
Kentucky, and bridges the gap
between our Louisville-Southern Indiana and our recently enhanced
Southeast Ohio-Huntington, West Virginia markets. In addition
to gaining entry into the Frankfort,
Kentucky MSA with top market share, the merger with Farmers
will enhance our presence in several major metropolitan markets
with attractive demographics, which is consistent with our stated
long-term growth strategy. In addition, Farmers has a solid trust
and investment business with approximately $560 million of trust assets that will provide a
very nice platform upon which to grow our wealth management
business throughout Kentucky. We
believe we can provide customers of Farmers with a broader array of
banking services, including expanded commercial and mortgage
lending capabilities as well as enhanced wealth management
solutions."
Excluding certain one-time merger charges, the transaction is
anticipated to be approximately 3% accretive to earnings in 2019,
and approximately 5% accretive to earnings in 2020 once anticipated
cost savings are fully phased-in. Estimated tangible book value
dilution at closing of approximately 2.1% is expected to be earned
back in approximately 2.4 years using the "cross-over" method,
including estimated pre-tax merger-related charges of $22.3 million. The acquisition is subject to the
approvals of the appropriate regulatory authorities and the
approval by the shareholders of Farmers. It is expected that the
transaction should be completed during the second half of 2018.
"Farmers is a strong performing, community-based financial
institution with low cost deposits that shares our commitment to
client service and community banking. We are pleased to be able to
partner with Farmers and continue to build on the solid platform
that has been created," said WesBanco Chairman of the Board,
James C. Gardill.
Upon completion of the merger, WesBanco will add one Farmers
director to its board of directors, with all other current Farmers'
directors being appointed to an advisory board for the Central
& Southern Kentucky market. In
addition, Lloyd C. Hillard, Jr,
Farmers' President & CEO, will join WesBanco as Chairman for
the Central & Southern
Kentucky market advisory board.
"We are excited to announce our merger with WesBanco and become
an integral part of its nearly 150 year history as a community
bank," said Mr. Hillard. "WesBanco's solid execution on their
operational and growth strategies has led to a strong track record
of operating performance and merger success, which makes WesBanco
the ideal partner for Farmers. In addition, I look forward to
continuing my relationship as Chairman of the Central &
Southern Kentucky market advisory
board for WesBanco, which will be comprised of the current board
members of Farmers to help ensure a smooth transition in the local
market."
"Through our partnership with WesBanco, we will be in a much
stronger position to deliver additional value to our customers,
employees, and shareholders as we maintain our commitment to the
communities we serve," said Mr. Bennett, Farmers Chairman of the
Board.
At March 31, 2018, WesBanco had
consolidated assets of approximately $10.2
billion, deposits of $7.2
billion, loans of $6.3
billion, and shareholders' equity of $1.4 billion.
At March 31, 2018, Farmers had
consolidated assets of approximately $1.7
billion, deposits of $1.4
billion, loans of $1.0
billion, and shareholders' equity of $0.2 billion.
When the transaction is consummated, WesBanco will have
approximately $12.8 billion in total
assets and will provide banking and financial services through 211
financial centers in five states, including the recent acquisition
of First Sentry Bancshares in Huntington,
WV. The transaction will expand WesBanco's franchise by 34
offices located throughout the Cincinnati, Elizabethtown, Frankfort, Lexington, and Louisville MSAs.
All of the directors and certain of the executive officers of
Farmers have entered into voting agreements with WesBanco pursuant
to which they have agreed to vote certain-owned shares in favor of
the transaction. The anticipated 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.
Advisors involved in the transaction were Raymond James & Associates, Inc.,
representing WesBanco, and Keefe, Bruyette & Woods, Inc.,
representing Farmers.
Legal representations in the transaction include Phillips Gardill Kaiser & Altmeyer PLC and
K&L Gates LLP for WesBanco, and Squire Patton Boggs (US) LLP
for Farmers.
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 Farmers, 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
Farmers 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; Farmers' 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 2017 Annual Report on Form
10-K, Farmers' 2017 Annual Report on Form 10-K, and documents
subsequently filed by WesBanco and Farmers with the Securities and
Exchange Commission ("SEC"). All forward-looking statements
included in this news release are based on information available at
the time of the release. Neither WesBanco nor Farmers assumes any
obligation to update any forward-looking statement.
Conference Call Information:
WesBanco and Farmers will host a conference call and webcast to
discuss the Agreement and Plan of Merger on April 20, 2018 at 3:00
p.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:
In connection with the proposed merger, WesBanco will file with
the SEC a Registration Statement on Form S-4 that will include a
Proxy Statement of Farmers and a Prospectus of WesBanco, as well as
other relevant documents concerning the proposed transaction.
SHAREHOLDERS OF FARMERS AND OTHER INTERESTED PARTIES ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE
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. The Proxy Statement/Prospectus
will be mailed to shareholders of Farmers prior to the Farmers
shareholder meeting, which has not yet been scheduled. In addition,
when the Registration Statement on Form S-4, which will include the
Proxy Statements/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 WesBanco's or Farmers's
website at http://www.wesbanco.com or
http://www.farmerscapital.com, respectively.
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 Lloyd C. Hillard,
Jr., President & Chief Executive Officer (502) 227-1614
or R. Terry Bennett, Chairman of the
Board (502) 227-1668 of Farmers.
Participants in the Solicitation:
WesBanco and Farmers and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the shareholders of Farmers 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 2018 annual meeting of shareholders, as filed with the
SEC on March 13, 2018. Information
about the directors and executive officers of Farmers is set forth
in the proxy statement for Farmers' 2018 annual meeting of
shareholders, as filed with the SEC on April
2, 2018. Information about any other persons who may, under
the rules of the SEC, be considered participants in the
solicitation of Farmers 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 Farmers 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 Farmers Capital Bank Corporation:
Farmers Capital Bank Corporation (www.farmerscapital.com) is a
bank holding company with one bank subsidiary, United Bank &
Capital Trust Company. The Company is headquartered in Frankfort, Kentucky and operates 34 banking
locations in 21 communities throughout Central and Northern Kentucky, and an insurance company.
Its stock is publicly traded on the NASDAQ Stock Market LLC
exchange in the Global Select Market tier under the symbol:
FFKT.
About WesBanco, Inc.:
Founded in 1870, WesBanco, Inc. (www.wesbanco.com) is a
multi-state, bank holding company with total assets of
approximately $10.2 billion (as of
March 31, 2018). 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 approximately $4.0
billion of assets under management (as of March 31, 2018), and serves as registered
investment advisor to a proprietary mutual fund family, the WesMark
Funds. WesBanco's banking subsidiary, WesBanco Bank, Inc., operates
177 financial centers (including the five locations of First Sentry
Bancshares, acquired on April 5,
2018) in the states of Indiana, Kentucky, 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.
