Willow Grove Bancorp, Inc. and Chester Valley Bancorp Inc. Complete Merger
September 01 2005 - 8:55AM
Business Wire
Willow Grove Bancorp, Inc. (NASDAQ:WGBC) ("Willow Grove") announced
today that the merger of Chester Valley Bancorp Inc. (NASDAQ:CVAL)
("Chester Valley") with Willow Grove was completed following the
close of business on August 31, 2005. In addition, the merger of
Chester Valley's wholly owned bank subsidiary, First Financial
Bank, with Willow Grove Bank was completed after the close of
business on August 31st. The former banking offices of First
Financial Bank are now operating as the "First Financial Division"
of Willow Grove Bank. Donna M. Coughey, the former President and
Chief Executive Officer of Chester Valley and First Financial Bank,
has succeeded Frederick A. Marcell Jr. as President and Chief
Executive Officer of Willow Grove and Willow Grove Bank upon Mr.
Marcell's retirement from those positions. The merger has resulted
in a combined financial institution with approximately $1.5 billion
in assets, deposits in excess of $1.0 billion and 27 banking
offices in Montgomery, Chester, Bucks, Delaware and Philadelphia
Counties, Pennsylvania. Ms. Coughey stated, "We are excited about
the prospects of operating our now combined banking franchise in
three of the most attractive markets in southeast Pennsylvania. We
believe that as a locally based community bank with strong market
positions in Montgomery, Bucks and Chester Counties, and our
presence in northeastern Philadelphia coupled with our commitment
to customer service focused on the needs of our retail and small
business customers puts us in a unique position to grow our
franchise and better serve our customers." Ms. Rosemary Loring, who
recently succeeded William W. Langan as Chair of the Board of
Willow Grove and Willow Grove Bank, stated "This merger has
resulted in the combination of two well known banking franchises
operating in some of the most dynamic and fastest growing markets
in the nation. We believe we have assembled a first rate management
team and that, with our expanded product lines, increased lending
limits and extensive cross-selling efforts, we will be implementing
an exciting and improved business plan. Finally, I would like to
recognize and thank my predecessor, Bill Langan, for all of his
efforts in bringing this merger together and in his leadership of
Willow Grove over the past 10 years. I look forward to his
assistance in the future as he continues his role as a director."
Frederick A. Marcell Jr., former President and Chief Executive
Officer of Willow Grove and Willow Grove Bank, stated "I am
gratified that we have successfully completed this combination and
view this as a fitting capstone for my career in banking. As I
continue in my term as a director, I look forward to working with
Donna and the six other former Chester Valley directors who have
joined our Board. I believe our prospects are very promising." Each
share of Chester Valley common stock was converted into the right
to receive either $27.90 in cash or 1.4823 shares of Willow Grove
common stock. As previously disclosed in the merger agreement and
election materials mailed to Chester Valley shareholders, the form
of the merger consideration is subject to allocation and pro-ration
in accordance with the terms of the merger agreement to ensure that
35.24% of the outstanding shares of Chester Valley will be
converted into the right to receive cash and 64.76% will be
converted into the right to receive Willow Grove stock. The
election deadline is September 9, 2005 at 5:00 p.m. Eastern Time.
Questions concerning election procedures and the exchange of
Chester Valley stock certificates may be directed to the exchange
agent, Registrar and Transfer Company at 1-800-368-5948.
Approximately 5.0 million shares of Willow Grove common stock will
be issued in the transaction, bringing the number of issued and
outstanding shares of Willow Grove Bancorp to approximately 14.7
million. Willow Grove Bancorp, Inc. is the holding company for
Willow Grove Bank, a federally chartered savings bank. Willow Grove
Bank was founded in 1909 and conducts its business from its
headquarters in Maple Glen, Pennsylvania, with 26 additional branch
locations in Bustleton, Dresher, Hatboro, Holland, Huntingdon
Valley, North Wales, Rhawnhurst, Roslyn Valley, Somerton,
Southampton, Warminster (two), Willow Grove, Downingtown, Exton,
Frazer, Thorndale, Westtown, Airport Village, Brandywine Square,
Devon, Kennett Square, Eagle, Coatesville, Avondale and West
Chester, Pennsylvania. Additional information is available at:
www.willowgrovebank.com. The information contained in this press
release may contain forward-looking statements (as defined in the
Securities Exchange Act of 1934 and the regulations thereunder)
which are not historical facts or as to Willow Grove Bancorp, Inc.
management's intentions, plans, beliefs, expectations or opinions
or with respect to the acquisition of Chester Valley Bancorp. These
statements include, but are not limited to, financial projections
and estimates and their underlying assumptions; statements
regarding plans, objectives and expectations with respect to future
operations, products and services; and statements regarding future
performance. Such statements are subject to certain risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of Willow Grove Bancorp and its management, that
could cause actual results to differ materially from those
expressed in, or implied or projected by, the forward-looking
information and statements. The following factors, among others,
could cause actual results to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statements: (1) economic and competitive conditions
which could affect the volume of loan originations, deposit flows
and real estate values; (2) the levels of non-interest income and
expense and the amount of loan losses; (3) estimated cost savings
from the acquisition of Chester Valley Bancorp not being fully
realized within the expected time frame; (4) revenues following the
acquisitions of Chester Valley Bancorp, Inc. being lower than
expected; (5) competitive pressure among depository institutions
increasing significantly; (6) costs or difficulties related to the
integration of the businesses of Willow Grove Bancorp and Chester
Valley Bancorp being greater than expected; (7) changes in the
interest rate environment causing reduced interest margins; (8)
general economic conditions, either nationally or in the markets in
which Willow Grove Bancorp is or will be doing business, being less
favorable than expected; or (9) legislation or changes in
regulatory requirements adversely affecting the business in which
Willow Grove Bancorp will be engaged as well as other factors
discussed in the documents filed by Willow Grove Bancorp with the
Securities and Exchange Commission ("SEC") from time to time.
Copies of these documents may be obtained from Willow Grove Bancorp
upon request and without charge (except for the exhibits thereto)
or can be accessed at the website maintained by the SEC at
http://www.sec.gov. Willow Grove Bancorp undertakes no obligation
to update these forward-looking statements to reflect events or
circumstances that occur after the date on which such statements
were made.
Willow Grove Bancorp (NASDAQ:WGBC)
Historical Stock Chart
From Sep 2024 to Oct 2024
Willow Grove Bancorp (NASDAQ:WGBC)
Historical Stock Chart
From Oct 2023 to Oct 2024