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Parkvale Financial Corporation and Advance Financial Bancorp
Announce Plans to Merge
MONROEVILLE, Pa., and WELLSBURG, W.Va., Sept. 1 /PRNewswire-FirstCall/ --
Parkvale Financial Corporation (NASDAQ:PVSA) ("Parkvale") and Advance Financial
Bancorp (NASDAQ:AFBC), ("Advance") announced today the signing of a definitive
merger agreement for Parkvale to acquire Advance.
Under the terms of the definitive agreement, which has been approved by the
boards of directors of both organizations, Advance shareholders will receive
$26.00 in cash, for a total transaction value of approximately $38 million, and
is conditioned upon the receipt of the necessary regulatory approvals of
Advance and Parkvale and shareholder approval of Advance Financial Bancorp.
Based on the $26.00 per share value, the transaction represents 175.5% of
Advance's June 30, 2004 book value and 15.3 times its trailing 12 months
earnings.
"This merger combines two companies with similar cultures and represents a
natural market extension for Parkvale." said Robert J. McCarthy, Jr., President
and Chief Executive Officer of Parkvale Financial Corporation. Mr. McCarthy
also noted, "This merger reinforces our strategic plan of seeking growth
opportunities that enhance shareholder value." The merger is anticipated to
close in late 2004 or early 2005. Management of Parkvale expects the merger to
be immediately accretive to earnings.
"We are very pleased to be joining Parkvale and very excited by the
opportunities for our customers, our community, our employees and our
shareholders," stated Stephen M. Gagliardi, Chairman, President and Chief
Executive Officer of Advance. "Parkvale is one of the premier financial
institutions in western Pennsylvania. We share the same focus on retail growth,
operational efficiency, and community banking."
Advance, headquartered in Wellsburg, West Virginia, had $321 million in assets
and $268 million in deposits at June 30, 2004 with seven full service offices
in Follansbee, Brooke County, West Virginia, in Steubenville and Wintersville,
Jefferson County, Ohio and in Bridgeport and Shadyside, Belmont County, Ohio.
Parkvale, headquartered in Monroeville, Pennsylvania, had $1.6 billion in
assets at June 30, 2004 and $1.3 billion in deposits, and operates through 39
full service branches located in the contiguous counties of Allegheny, Beaver,
Butler, Fayette, Washington, and Westmoreland in Pennsylvania. The addition of
seven well appointed branch offices of Advance with an average deposit size of
$38 million, each office equipped with at least two drive-up windows as well as
an ATM drive-up, will expand Parkvale's lending opportunities and number of
community offices to 46 and increase the number of ATM locations to 45. The
companies said that certain anticipated expense reductions would come primarily
from consolidation of various administrative and back-office functions. The
companies have distinct geographic retail networks, and minimal branch-based
job eliminations are expected.
Boenning & Scattergood, Inc. served as financial advisor to Parkvale and Keefe,
Bruyette & Woods, Inc. served as financial advisor to Advance. Elias, Matz,
Tiernan & Herrick, LLP provided legal counsel for Parkvale and Malizia Spidi &
Fisch, PC provided legal counsel for Advance.
The common stock of Parkvale is traded on the Nasdaq Stock Market, National
Market System under the symbol of "PVSA". Parkvale makes available on its web
site, which is located at http://www.parkvale.com/ , its annual reports on Form
10-K, quarterly reports on Form 10-Q and current reports on Form 8-K on the
date such reports are electronically filed with the Securities and Exchange
Commission.
The common stock of Advance Financial is traded on the Nasdaq Stock Market,
National Market System under the symbol of "AFBC". Previous annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed
with the SEC by Advance will be available free of charge from the Secretary of
Advance at 1015 Commerce Street, Wellsburg, West Virginia 26070, telephone
304/737-3531.
Statements contained in this news release that are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those currently anticipated due to a number of factors. The following
factors, among others, could cause actual results to differ from those set
forth in the forward-looking statements: the ability to obtain governmental
approvals of the merger on the proposed terms and schedule; the failure of
Advance shareholders to approve the merger; the risk that the businesses will
not be integrated successfully; the risk that the cost savings and any revenue
synergies from the merger may not be fully realized or may take longer to
realize than expected; disruption from the merger making it more difficult to
maintain relationships with clients, employees or suppliers; increased
competition and its effect on pricing, spending, third-party relationships and
revenues; and the risk of new and changing regulation in the U.S. The
forward-looking statements in this press release speak only as of the date of
the filing, and neither Parkvale nor Advance assumes any obligation to update
the forward-looking statements or to update the reasons why actual results
could differ from those contained in the forward-looking statements.
This document may be deemed to be solicitation material with respect to the
proposed merger of Parkvale and Advance. Advance will be filing a proxy
statement and other relevant documents concerning the merger with the
Securities and Exchange Commission. Investors are urged to read these documents
when they become available because they will contain important information.
Investors will be able to obtain these document free of charge at the SEC's
website, http://www.sec.gov/ . In addition, documents filed with the SEC by
Parkvale will be available free of charge from the Secretary of Parkvale
Financial Corporation at 4220 William Penn Highway, Monroeville, PA 15146,
telephone 412/373-7200 and documents filed with the SEC by Advance will be
available free of charge from the Secretary of Advance at 1015 Commerce Street,
Wellsburg, West Virginia 26070, telephone 304/737-3531. Parkvale and Advance
and their directors and executive officers may be deemed to be participants in
the solicitation of proxies to approve the merger. Information about the
directors and executive officers of Parkvale and their ownership of Parkvale
common stock is set forth in the proxy statement filed by Parkvale with the SEC
dated September 15, 2003. Information about the directors and executive
officers of Advance and their ownership of Advance common stock is set forth in
the proxy statement filed by Advance with the SEC dated September 24, 2003.
Stockholders of Advance should read the proxy statement and other documents to
be filed with the SEC carefully before making a decision concerning the merger.
DATASOURCE: Parkvale Financial Corporation; Advance Financial Bancorp
CONTACT: Robert J. McCarthy, Jr. President and CEO or Timothy G.
Rubritz, CFO, of Parkvale Financial Corporation, +1-412-373-7200; or Stephen
M. Gagliardi, Chairman, President and CEO of Advance Financial Bancorp,
+1-304-737-3531