Univest Corporation of Pennsylvania and Fox Chase Bancorp Receive Approvals for Merger
June 14 2016 - 1:40PM
Univest Corporation of Pennsylvania (NASDAQ:UVSP) (“Univest”),
the parent company of Univest Bank and Trust Co. (“Univest Bank”)
and Fox Chase Bancorp, Inc. (NASDAQ:FXCB) (“Fox Chase”), the
parent company of Fox Chase Bank, announced today that each has
received all necessary regulatory and shareholder approvals to
close its pending merger transaction, announced in December 2015.
Regulatory approval was obtained in May from both the Pennsylvania
Department of Banking and Securities and the Board of Governors of
the Federal Reserve System. Shareholders from both Univest
and Fox Chase approved the transaction on June 14, 2016.
Subject to satisfaction or waiver of certain additional customary
closing conditions, Univest intends to close the transaction
effective July 1, 2016.
“The merger with Fox Chase is part of our strategic plan to grow
the commercial bank and strengthen our physical presence in both
our core and expansion markets,” said Jeffrey M. Schweitzer,
president and chief executive officer of Univest Corporation of
Pennsylvania. “Throughout our 140 year history we have focused on
organic and acquisitive growth to build the business so we can
deliver comprehensive financial solutions to our customers, provide
opportunities for our employees and deliver a fair return to our
shareholders. In addition to the talented team that will be joining
us from Fox Chase, this merger will bring us greater market share
in our existing market. It will also bring us our first
retail office in West Chester, Pa. and extend our service area to
the New Jersey shore.”
Upon completion of the transaction, Thomas M. Petro, president
and chief executive officer of Fox Chase, along with Roger H.
Ballou and Todd S. Benning, current Fox Chase directors, will be
named to the Univest Board of Directors. In addition, Roger Deacon,
executive vice president and chief financial officer of Fox Chase
will join Univest as senior executive vice president and chief
financial officer for Univest and Univest Bank. This position
was open after Univest appointed its current CFO, Michael S. Keim
to president of Univest Bank in October 2015. Mike Fitzgerald, Fox
Chase’s chief lending officer, will also join Univest Bank upon
closing as market president, Commercial Banking and manage the
Southern division which will include the Fox Chase commercial
lending team.
About Univest:Univest Corporation of
Pennsylvania (UVSP), including its wholly-owned subsidiary, Univest
Bank and Trust Co., had $2.8 billion in assets and $3.1 billion in
assets under management and supervision through its Wealth
Management lines of business. Headquartered in Souderton, Pa. and
founded in 1876, the Corporation and its subsidiaries provide a
full range of financial solutions for individuals, businesses,
municipalities and nonprofit organizations in the Mid-Atlantic
Region. Univest delivers these services through a network of
40 offices in southeastern Pennsylvania extending to the Lehigh
Valley, Maryland and online at www.univest.net.
About Fox Chase:Fox Chase
Bancorp, Inc. is the stock holding company of Fox Chase Bank. The
Bank is a Pennsylvania state-chartered savings bank originally
established in 1867. The Bank offers traditional banking
services and products from its main office in Hatboro, Pennsylvania
and nine branch offices in Bucks, Montgomery, Chester and
Philadelphia Counties in Pennsylvania and Atlantic and Cape May
Counties in New Jersey. For more information, please visit
the Bank’s website at www.foxchasebank.com.
Forward-Looking StatementsThis
press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of
1995. These statements include, but are not limited to,
expectations or predictions of future financial or business
performance, conditions relating to Univest and Fox Chase, or other
effects of the proposed merger on Univest and Fox Chase.
Forward- looking statements are typically identified by words such
as “believe,” “expect,” “anticipate,” “intend,” “target,”
“estimate,” “continue,” “positions,” “prospects or “potential,” by
future conditional verbs such as “will,” “would,” “should,” “could”
or “may,” or by variations of such words or by similar
expressions. These forward-looking statements are subject to
numerous assumptions, risks and uncertainties, which change over
time. Forward-looking statements are made only as of the date
of this press release, and neither Univest nor Fox Chase undertakes
any obligation to update any forward-looking statements contained
in this press release to reflect events or conditions after the
date hereof. Actual results may differ materially from those
described in any such forward-looking statements.
In addition to factors previously disclosed in
the reports filed by Univest and Fox Chase with the U.S. Securities
and Exchange Commission (the “SEC”) and those identified elsewhere
in this document, the following factors, among others, could cause
actual results to differ materially from forward looking statements
or historical performance: the ability to satisfy remaining closing
conditions to the merger and the timing of closing the merger;
difficulties and delays in integrating the business or fully
realizing cost savings and other benefits; changes in asset quality
and credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates and capital markets; inflation;
customer acceptance of products and services; customer borrowing,
repayment, investment and deposit practices; competitive
conditions; economic conditions, including downturns in the local,
regional or national economies; the impact, extent and timing of
technological changes; changes in accounting policies or practices;
changes in laws and regulations; and other actions of the Federal
Reserve Board and other legislative and regulatory actions and
reforms.
Important Additional Information:Univest has
filed a Registration Statement (No. 333-209759) with the United
States Securities and Exchange Commission (“SEC”), which contains a
joint proxy statement/prospectus and other documents regarding the
proposed merger. The joint proxy statement/prospectus sets
forth complete details on the merger. Shareholders of Univest
and Fox Chase are urged to read the Registration Statement and the
joint proxy statement/prospectus regarding the merger, 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. A free copy of the joint proxy
statement/prospectus, as well as other filings containing
information about Univest and Fox Chase, may be obtained at the
SEC's website at http://www.sec.gov. In addition, copies of
the joint proxy statement/prospectus can also be obtained free of
charge by directing a request to Univest Corporation of
Pennsylvania, Univest Plaza, 14 North Main Street, Souderton, PA
18964, attention: Corporate Secretary (877-723-5571), or from the
“Investor Relations” section of Univest’s web site at
http://www.univest.net; or to Fox Chase Bancorp, Inc., 4390
Davisville Road, Hatboro, Pennsylvania 19040, attention: Jerry D.
Holbrook (telephone 215-882-4107).
UNIVEST CORPORATION CONTACTS:
Jeffrey Schweitzer, President & CEO, Univest Corporation: 215-721-2458
Michael Keim, CFO, Univest Corporation; President & CFO, Univest Bank and Trust Co.: 215-721-2511
FOX CHASE CONTACTS:
Roger Deacon, CFO, Fox Chase Bancorp: 215-775-1435
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