Winton (AMEX:WFI)
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WesBanco, Inc. and Winton Financial Corporation Announce
Execution of an Agreement and Plan of Merger
WHEELING, W.Va., Aug. 25 /PRNewswire-FirstCall/ -- WesBanco, Inc. ("WesBanco")
(NASDAQ:WSBC) and Winton Financial Corporation ("Winton") (AMEX:WFI) jointly
announced today that they have executed a definitive Agreement and Plan of
Merger ("Merger Agreement") providing for the merger of Winton, parent company
of The Winton Savings & Loan Co. ("Winton Savings"), Cincinnati, Ohio, with and
into WesBanco. Paul M. Limbert, President & CEO, representing WesBanco and
Robert L. Bollin, President & CEO, representing Winton, made the joint
announcement.
At June 30, 2004, Winton had consolidated assets of $553.7 million, deposits of
$367.3 million, loans of $505.0 million and shareholders' equity of $45.9
million.
At June 30, 2004, WesBanco had consolidated assets of $3.5 billion, deposits of
$2.4 billion, loans of $2.0 billion and shareholders' equity of $319 million.
Under the terms of the Merger Agreement, WesBanco will exchange a combination
of its common stock and cash for Winton common stock. Winton will receive
$20.75 per share in cash or 0.755 shares of WesBanco common stock, subject to
the requirement that 60% of Winton's shares outstanding will be paid in stock
and 40% in cash, via a proration formula as provided by the Merger Agreement.
Common stock received by Winton shareholders is anticipated to qualify as a
tax-free exchange.
The transaction, approved by the directors of both companies, currently is
valued at $102.5 million, based on WesBanco's recent common stock price. Based
on a $20.75 value, the transaction's price to book value is 208% and price to
trailing twelve months' earnings is 21.2.
Shareholders of Winton electing stock would receive an approximate 68% increase
in their dividend rate, based on WesBanco's current dividend rate of $1.00 per
share applied to the above - noted exchange ratio.
It is expected that the transaction will be completed in the first quarter of
2005, subject to the approvals of the appropriate banking regulatory
authorities and the shareholders of Winton. WesBanco expects the purchase,
excluding merger-related expenses, to be slightly accretive in 2005 and to add
over 1% to earnings per share in 2006.
Investment advisors involved in the transaction were Keefe, Bruyette & Woods,
Inc., representing WesBanco, and Friedman, Billings, Ramsey & Co., Inc.
representing Winton.
When the transaction is consummated, the combination of the two banking
companies will create a bank with approximately $4.5 billion in total assets
providing banking services through 87 banking locations and four loan
production offices in four states, including WesBanco's planned third quarter
2004 acquisition of Western Ohio Financial Corporation, Springfield, Ohio. From
east to west, the Western Ohio and Winton transactions will expand WesBanco's
franchise along the Interstate 70 corridor from western Pennsylvania to Dayton,
Ohio and southwest along Interstate 75 between Dayton and Cincinnati, Ohio, in
addition to a southwest connection along Interstate 71 between WesBanco's
Columbus, Ohio market and Cincinnati. Headquartered in the Monfort Heights area
of Cincinnati, Winton operates seven banking offices that are principally
located in Hamilton County, Ohio, a portion of the Cincinnati/Northern Kentucky
MSA, one loan production office in the southeastern section of Cincinnati, Ohio
and a loan production office in Southeastern Indiana.
"As WesBanco has grown through acquisitions over the past twenty years, we have
seen that our ability to retain key employees and maintain community ties are
extremely important in our ability to effect a smooth transition in terms of
customer retention," said Paul M. Limbert, WesBanco President & CEO.
"Continuity in service and leadership are areas that we are particularly
interested in as we prepare to offer WesBanco products and services. The very
experienced management and employee team at Winton has created a company which
is both well established and innovative. The Bollin family has built Winton
into a venerable franchise in the Cincinnati area over the past 50 years.
Winton employees have provided excellent service to their customers. We want
to maintain the existing level of service and build on their success," he
continued.
"We are extremely pleased to have the opportunity to expand our Ohio market
presence through our merger with Winton Financial Corporation, a well managed,
profitable company located in one of the fastest growing areas in the state.
Winton's branches and loan production offices are strategically located within
the Cincinnati area and will be maintained in the transaction. Winton's
branches give WesBanco the opportunity to establish a strong foothold in an
attractive market," said Mr. Limbert.
"The Cincinnati market is a natural extension in our growth westward in Ohio.
Upon the completion of the Winton merger, our combined banking organization
will serve eastern Ohio, Marietta, Cambridge, Columbus, Springfield-Dayton and
the Cincinnati markets through 27 banking locations," Mr. Limbert said.
"Winton occupies an important place in Cincinnati's banking history and future.
We believe that our affiliation with WesBanco will provide the level of local
decision-making, employee and officer retention, additional products and
services, enhanced shareholder value and improved opportunities for our
employees that it takes to support our local communities," said Robert L.
Bollin, Winton President & CEO. "In our markets, supporting our local
communities and providing local decision-making will continue to differentiate
us from our larger competitors. As we worked with our advisors to select the
best organization with which to effect a strategic merger, it became very clear
that WesBanco's vision fit extremely well with maintaining our strong
reputation of service and community standing," he continued.
Mr. Bollin added that WesBanco's extensive experience in trusts and
investments, commercial lending and technologically advanced banking systems
were important factors in determining the merger potential of the combined
organization. "Winton operates in a very attractive market. Eight Fortune 500
companies are headquartered in Cincinnati, more than 1.5 million workers live
within 50 miles of downtown and the median household income in the Cincinnati
MSA is nearly $50,000. As part of WesBanco with its more significant resources,
we can now offer commercial and expanded retail products, insurance products
and trust and wealth management services. We look forward to providing our
customers with many of the products that are offered by the seven
super-regional competitors in our market while we maintain the community bank
orientation necessary to compete with the other financial institutions that
serve the Cincinnati area," Mr. Bollin said.
As a result of the merger, it is anticipated that WesBanco will retain an
Advisory Board in the Cincinnati market, add one individual to WesBanco's Board
and one individual to its banking subsidiary board. One-time charges related to
the deal are anticipated in the range of $6 to $6.5 million with cost savings
totaling approximately 20% of Winton's non-interest expenses, fully phased in
by 2006.
Conference Call Information
WesBanco will host a conference call at 9:00 a.m., August 26, 2004 to discuss
details of this transaction. Interested parties should dial 800-299-7635 and
provide to the operator the passcode for the event, 13871583. The webcast link
for the presentation slides will be at
http://www.wesbanco.com/ , under Investor Relations - Presentations. For one
week after the conference call, commencing at 11:00 a.m. on August 26, replays
will be available at 888-286-8010, passcode 86180495#.
Forward-looking Statements
This press release contains certain forward-looking statements, including
certain plans, expectations, goals, and projections, and statements about the
benefits of the merger between WesBanco and Winton, 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 Winton 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 merger may not be
fully realized within the expected timeframes; disruption from the merger may
make it more difficult to maintain relationships with clients, associates, or
suppliers; the required governmental approvals of the merger may not be
obtained on the proposed terms and schedule; Winton's stockholders may not
approve the 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 2003 Annual Report on
Form 10-K, Winton's 2003 Annual Report on Form 10-K, and documents subsequently
filed by WesBanco and Winton with the Securities and Exchange Commission. All
forward-looking statements included in this news release are based on
information available at the time of the release. Neither WesBanco nor Winton
assumes any obligation to update any forward-looking statement.
Additional Information About the Merger
Shareholders of WesBanco and Winton and other interested parties are urged to
read the joint proxy statement/prospectus that will be included in the Form S-4
registration statement that WesBanco will file with the SEC in connection with
the merger because it will contain important information about WesBanco,
Winton, the merger and other related matters. A proxy statement/prospectus will
be mailed to shareholders of Winton prior to their shareholder meeting, which
has not yet been scheduled. In addition, when the registration statement, which
will include the joint proxy statements/prospectus and other related documents
are filed by WesBanco with the SEC, they may be obtained for free at the SEC's
website at http://www.sec.gov/ , on the NASDAQ website at
http://www.nasdaq.com/ , on the AMEX website at http://www.amex.com/ and from
either the WesBanco or Winton websites at http://www.wesbanco.com/ or at
http://www.wintonsavings.com/ .
Any questions should be directed to Paul M. Limbert, Chief Executive Officer
(304) 234-9000, or Robert H. Young, Chief Financial Officer (304) 234- 9000 of
WesBanco or Robert L. Bollin President & CEO (513) 245-7202 of Winton.
About Winton
Winton Financial Corporation is the holding company of The Winton Savings &
Loan Co., an Ohio savings and loan association established in 1887 with over
$553 million in total assets that serves the Cincinnati, Ohio area as one of
the largest Thrifts in the market. Winton Savings operates seven full service
branch locations and loan production offices in Southwestern Ohio and in
Southeastern Indiana.
Winton Savings is principally engaged in the business of making first mortgage
loans to finance the purchase, construction or improvement of residential or
other real property. Such business is conducted through an aggressive marketing
and selling effort of its lending products and services to the communities in
its market area and through the continued development of innovative lending
programs that give Winton Savings a competitive edge. Winton maintains a
tradition of building strong relationships with its customers and within the
communities it serves.
The majority of Winton's deposits are in Hamilton County where the Company
places 10th in deposit market share and Winton is in 14th place in the $45.6
billion Cincinnati MSA that is dominated by large super-regional banks.
About WesBanco
WesBanco, Inc. is a $3.5 billion multi-state bank holding company headquartered
in Wheeling, West Virginia. Founded in 1870, WesBanco provides innovative
retail and commercial, trust, investment and insurance products and services.
WesBanco also offers retail and commercial financial services online at
http://www.wesbanco.com/ and http://www.wesmark.funds.com/ and through
WesBancoLine, its 24-hour telephone banking service. With the July 2004
completion of its Trinity Point Shopping Center location in Washington,
Pennsylvania, WesBanco will offer financial services through 73 banking offices
and 106 ATMs in West Virginia, central and eastern Ohio and western
Pennsylvania. Upon completion of its planned third quarter 2004 acquisition of
Western Ohio Financial Corporation, Springfield, Ohio, WesBanco will operate
through 80 banking offices and two loan production offices in West Virginia,
central and eastern Ohio and western Pennsylvania. WesBanco is the second
largest bank holding company headquartered in West Virginia with the third
overall deposit market share. Its banking subsidiary is WesBanco Bank, Inc.,
headquartered in Wheeling, West Virginia. In addition, WesBanco operates an
insurance brokerage agency, WesBanco Insurance Services, Inc., and a full
service broker/dealer, WesBanco Securities, Inc., that also operates
Mountaineer Securities, WesBanco's discount brokerage operation.
DATASOURCE: Winton Financial Corporation; WesBanco, Inc.
CONTACT: Paul M. Limbert, President & CEO of WesBanco, Inc.,
+1-304-234-9000; or Robert L. Bollin, President & CEO of Winton Financial
Corporation, +1-513-245-7202
Web site: http://www.wintonsavings.com/
http://wesbanco.com/
http://www.wesmarkfunds.com/