WHEELING, W.Va., Dec. 11,
2024 /PRNewswire/ -- WesBanco, Inc. ("WesBanco")
(Nasdaq: WSBC) and Premier Financial Corp. ("Premier") (Nasdaq:
PFC) today announced that WesBanco's shareholders and Premier's
shareholders have each voted overwhelmingly to adopt and approve,
as applicable, all proposals relating to the previously announced
merger agreement for WesBanco to acquire Premier. The votes were
held at the respective special meetings of WesBanco's shareholders
and Premier's shareholders today. Approximately 85% of the votes
cast at WesBanco's special meeting voted to approve the merger and
to approve the proposal to issue shares of WesBanco common stock as
described in the joint proxy statement/prospectus for the special
meeting, and approximately 68% of the outstanding shares of Premier
common stock voted to approve the proposal to adopt the merger
agreement.
"Shareholder approval is a key milestone that reflects strong
confidence in the opportunities this merger creates for our
communities, customers, employees and shareholders," said
Jeff Jackson, President and Chief
Executive Officer of WesBanco. "With this step complete, we look
forward to receiving the required regulatory approvals and then
scheduling the closing of the merger, so we can bring our community
commitment and the resources of a stronger organization to all of
our communities."
With the completion of this critical milestone, the companies
believe the merger is on track to close during the first quarter of
2025. The transaction remains subject to the completion of
customary closing conditions, including the receipt of required
regulatory approvals.
The merger will create a regional financial services institution
with approximately $27 billion in
assets, significant economies of scale, and strong pro forma
profitability metrics. With complementary and contiguous geographic
footprints, the combined company would be the 8th largest bank
in Ohio, based on deposit market
share, have increased presence in Indiana, and serve customers in nine
states.
About WesBanco, Inc.
With over 150 years as a
community-focused, regional financial services partner, WesBanco
Inc. (NASDAQ: WSBC) and its subsidiaries build lasting prosperity
through relationships and solutions that empower our customers for
success in their financial journeys. Customers across our
eight-state footprint choose WesBanco for the comprehensive range
and personalized delivery of our retail and commercial banking
solutions, as well as trust, brokerage, wealth management and
insurance services, all designed to advance their financial goals.
Through the strength of our teams, we leverage large bank
capabilities and local focus to help make every community we serve
a better place for people and businesses to thrive. Headquartered
in Wheeling, West Virginia,
WesBanco has $18.5 billion in total
assets, with our Trust and Investment Services holding $6.1 billion of assets under management and
securities account values (including annuities) of $1.9 billion through our broker/dealer, as of
September 30, 2024. Learn more
at www.wesbanco.com and follow @WesBanco on Facebook,
LinkedIn and Instagram.
About Premier Financial Corp.
Premier Financial Corp.
(Nasdaq: PFC), headquartered in Defiance,
Ohio, is the holding company for Premier Bank. Premier Bank,
headquartered in Youngstown, Ohio,
operates 73 branches and nine loan offices in Ohio, Michigan, Indiana and Pennsylvania and also serves clients through a
team of wealth professionals dedicated to each community banking
branch. For more information, visit Premier's website
at www.PremierFinCorp.com.
Matters set forth in this press release contain certain
forward-looking statements, including certain plans, expectations,
goals, and projections, and including statements about the benefits
of the proposed Merger between WesBanco and Premier, that are
subject to numerous assumptions, risks, and uncertainties.
Forward-looking statements in this press release are made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Actual results could differ materially
from those contained or implied by such statements for a variety of
factors including: the effects of changing regional and
national economic conditions, changes in interest rates, spreads on
earning assets and interest-bearing liabilities, and associated
interest rate sensitivity; sources of liquidity available to
WesBanco and its related subsidiary operations; potential future
credit losses and the credit risk of commercial, real estate, and
consumer loan customers and their borrowing activities; actions of
the Federal Reserve Board, the Federal Deposit Insurance
Corporation, the Consumer Financial Protection Bureau, the
Securities and Exchange Commission, the Financial Institution
Regulatory Authority, the Municipal Securities Rulemaking Board,
the Securities Investors Protection Corporation, and other
regulatory bodies; potential legislative and federal and state
regulatory actions and reform, including, without limitation, the
impact of the implementation of the Dodd-Frank Act; adverse
decisions of federal and state courts; fraud, scams
and schemes of third parties; cyber-security breaches; competitive
conditions in the financial services industry; rapidly changing
technology affecting financial services; marketability of debt
instruments and corresponding impact on fair value adjustments;
and/or other external developments materially impacting WesBanco's
operational and financial performance, the businesses of the
WesBanco and Premier 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; 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 2023 Annual Report on Form
10-K, Premier's 2023 Annual Report on Form 10-K, and documents
subsequently filed by WesBanco and Premier with the SEC. All
forward-looking statements included in this press release are based
on information available at the time of the release. Neither
WesBanco nor Premier assumes any obligation to update any
forward-looking statement.
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SOURCE WesBanco, Inc.