Merger of Tompkins Financial Corporation and VIST Financial Corp. Receives Shareholder and Regulatory Approval
19 Julio 2012 - 8:00AM
Business Wire
Tompkins Financial Corporation (“Tompkins”) (NYSE MKT: TMP) and
VIST Financial Corp. (NASDAQ: VIST) today announced the receipt of
shareholder approvals in connection with the merger in which
Tompkins will acquire VIST Financial Corp. The shareholders of VIST
Financial Corp. approved the merger at a special meeting of
shareholders held on Tuesday, July 17, 2012, and Tompkins
shareholders approved the issuance of shares of Tompkins common
stock in the merger at its Annual Meeting of Shareholders held on
July 18, 2012. The merger has been approved by all of the
appropriate regulatory authorities and agencies and is expected to
close on Wednesday, August 1, 2012. Under the terms of the merger
agreement, shareholders of VIST Financial Corp. will receive 0.3127
shares of Tompkins common stock for each share of VIST common
stock.
The combined companies will have assets of approximately $5
billion, deposits of $3.8 billion, and loans of $2.9 billion, with
67 banking offices. Excluding one-time merger expenses, Tompkins
Financial expects the transaction to be accretive to earnings per
share in the first year and into the future.
“As we’ve worked with the team at VIST over the past six months,
the strong synergies between the two organizations have become
increasingly clear. VIST brings a seasoned leadership team, a
shared sense of values and is culturally aligned with Tompkins
Financial. We look forward to bringing the combined resources of
the two companies to serve clients in the attractive Southeast
Pennsylvania marketplace,” said Stephen S. Romaine, President and
CEO of Tompkins Financial.
Upon closing, VIST Bank will operate as a community bank
subsidiary with local leadership. This is consistent with Tompkins’
current business model, which has been successfully implemented in
the Hudson Valley region of New York, a market that is virtually
the same distance from Tompkins’ headquarters as the Southeast
Pennsylvania market served by VIST. This model will enable VIST
Bank to continue its rich tradition of serving its communities
since 1909 as an independent community bank. Bob Davis will
continue as President and CEO of VIST Bank.
“We’re excited to be joining the Tompkins family of community
banks. The merger will enable VIST to better serve customers by
bringing together the capabilities of both institutions. Customers
will soon see expanded offerings in areas from lending to wealth
management to insurance. Shareholders will have the opportunity to
invest in a firm that has been recognized as among the nation’s
strongest and best-performing financial companies by industry
analysts like Keefe, Bruyette & Woods and Sandler O’Neill &
Partners,” stated Bob Davis, President and CEO of VIST
Financial.
The merger better positions VIST to meet loan demand and serve
larger customers. Enhanced capabilities include specialized lending
expertise in agriculture and other markets that VIST does not
currently serve. Tompkins Financial Advisors will provide a much
broader wealth management and trust product suite that will be
attractive in VIST markets. Finally, the complementary strengths of
VIST Insurance and Tompkins Insurance will be particularly powerful
in providing new opportunities in all markets under the Tompkins
Insurance brand. These different lines of business all contribute
to providing a balanced, diversified revenue stream for Tompkins
Financial.
The merger with VIST is consistent with Tompkins’ long-term
growth strategy and provides the opportunity to expand into one of
the most attractive markets in the mid-Atlantic region with
established locations and experienced staff. VIST Bank customers
will see little change throughout the transition as VIST Bank will
continue to operate and make decisions locally, while their
existing employees continue to provide exemplary service in the
branches.
About Tompkins Financial Corporation
Tompkins Financial Corporation is a financial services company
with $3.4 billion in assets serving the Central, Western, and
Hudson Valley regions of New York State. Headquartered in Ithaca,
NY, Tompkins Financial is parent to Tompkins Trust Company, The
Bank of Castile, Mahopac National Bank, Tompkins Insurance
Agencies, Inc., and Tompkins Financial Advisors. Each Tompkins
Financial subsidiary operates with a community focus and local
decision-making, meeting the unique needs of the customers and
communities it serves. Founded in 1836, Tompkins has a strong
record of creating long-term value for shareholders, clients and
communities. For more information on Tompkins Financial, visit
www.tompkinsfinancial.com.
About VIST Financial Corp
Headquartered in Wyomissing, PA, VIST Financial Corp is a
financial services company with $1.4 billion in assets, $1.2
billion in deposits and $960 million in loans. It is parent to VIST
Bank, VIST Insurance, and VIST Capital Management. VIST Bank
operates as a community bank with 21 branch offices in southeastern
Pennsylvania, serving Berks, Montgomery, Philadelphia, Chester,
Delaware and Schuylkill Counties. For more information on VIST
Financial Corp, visit www.vistfc.com.
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