First Washington (NASDAQ:FWFC)
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Fulton Financial Corporation to Acquire First Washington
FinancialCorp
LANCASTER, Pa., June 14 /PRNewswire-FirstCall/ -- Fulton Financial Corporation
(NASDAQ:FULT), based in Lancaster, Pennsylvania with assets of $10.5 billion,
has signed a definitive agreement to acquire First Washington FinancialCorp
(NASDAQ:FWFC), based in Windsor, NJ. First Washington FinancialCorp's sole
banking subsidiary is First Washington State Bank, also based in Windsor.
Fulton Financial Corporation is the second largest commercial bank holding
company based in the Third Federal Reserve District.
R. Scott Smith, Jr., President and COO of Fulton Financial Corporation, Abraham
S. Opatut, Chairman of the Board of First Washington, and C. Herbert Schneider,
President and CEO of First Washington, made the merger announcement jointly
today.
"We are very pleased that First Washington has decided to become a part of
Fulton Financial," said Smith. "We are continuing to implement our strategy to
acquire well-managed, profitable community banks in strong growth markets. Our
union with First Washington enhances our geographic franchise, expanding our
presence into central New Jersey. These additional banking offices will
provide increased convenience for our existing customers in northern and
southern New Jersey and eastern Pennsylvania."
"We are delighted to join the Fulton Financial family," said Opatut. "We are
pleased that Fulton has recognized what all of us at First Washington have
achieved over the past fifteen years. Our shareholders, our customers, our
employees and our communities have embraced our way of doing business, and the
outstanding service we provide will continue in the future."
"By joining with Fulton Financial, we will be able to offer our customers the
wide array of products and services associated with a larger financial
organization while remaining true to the community-based style of banking that
our customers have come to appreciate and trust," said Schneider. "We will
retain the qualities that are important to and create value for the communities
we serve: our name, our philosophy, our local decision-making, our dedicated
employees and our active community involvement."
Fulton Financial will acquire all issued and outstanding shares of common stock
of First Washington FinancialCorp. According to the merger agreement, each
share of First Washington common stock outstanding at the time of the merger
will be exchanged for 1.35 shares of Fulton Financial common stock. Based on
the $19.81 per share closing price of Fulton Financial stock on June 14, 2004
the transaction is valued at approximately $124.4 million. In addition, as part
of the transaction, First Washington will declare and pay $0.11 per share
dividends during the third and fourth quarters of 2004, provided that the
transaction has not been completed prior to the record date for Fulton's
dividend for each of the third and fourth quarters of 2004. If the transaction
has not been completed prior to the record date for Fulton's first quarter 2005
dividend, First Washington will declare and pay a $0.22 per share dividend in
the first quarter of 2005. As of June 14, 2004, First Washington FinancialCorp
had approximately 4.24 million shares of common stock outstanding.
The price represents a multiple of 3.42 times First Washington FinancialCorp's
common shareholders' equity as of March 31, 2004. The price equates to 24.99
times trailing 12-month earnings per share as of March 31, 2004. The
acquisition is subject to approval by bank regulatory authorities and by First
Washington FinancialCorp shareholders. It is expected to close no later than
April 15, 2005.
Upon completion of its acquisition of First Washington FinancialCorp, Fulton
Financial Corporation intends to retain First Washington State Bank as a
separate subsidiary. Mr. Opatut will remain Chairman of the Board, and Mr.
Schneider will remain President and CEO, and the current Board of First
Washington State Bank will remain after completion of the transaction. Mr.
Opatut will also join the Board of Directors of Fulton Financial Corporation.
First Washington FinancialCorp, with approximately $483 million in assets,
operates sixteen community banking offices in Mercer, Monmouth and Ocean
Counties in New Jersey.
Fulton Financial Corporation operates 207 banking offices in Pennsylvania,
Maryland, Delaware, New Jersey and Virginia through the following affiliates:
Fulton Bank, Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon, PA; Swineford
National Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton, PA; FNB Bank,
N.A., Danville, PA; Hagerstown Trust, Hagerstown, MD; Delaware National Bank,
Georgetown, DE; The Bank, Woodbury, NJ; The Peoples Bank of Elkton, Elkton, MD,
Skylands Community Bank, Hackettstown, NJ; Premier Bank, Doylestown, PA; and
Resource Bank, Virginia Beach, VA.
The Corporation's financial services affiliates include Fulton Financial
Advisors, N.A., Lancaster, PA; Fulton Insurance Services Group, Inc. Lancaster,
PA; and Dearden, Maguire, Weaver and Barrett, LLC, West Conshohocken, PA.
Residential mortgage lending is offered through Fulton Mortgage Company and
Resource Mortgage.
Additional information on Fulton Financial Corporation is available on the
Internet at http://www.fult.com/. Additional information on First Washington
FinancialCorp can be found at http://www.fwsb.com/.
First Washington FinancialCorp and its officers and directors may be deemed to
be participants in the solicitation of proxies from First Washington
shareholders with respect to the transactions contemplated by the merger
agreement. Information regarding First Washington FinancialCorp's officers and
directors is included in First Washington's Proxy Statement for its 2004 Annual
Meeting, filed with the SEC on March 30, 2004. First Washington's 2004 Proxy
Statement also discloses the interests of such officers and directors in the
event of an acquisition of First Washington (including, among other things, the
acceleration of certain benefits or rights upon a "change-in- control"). First
Washington's Quarterly Reports on Form 10-Q, filed with the SEC on March 26 and
May 15, 2004, contain additional disclosures concerning agreements with First
Washington FinancialCorp's officers. First Washington's' 2004 Proxy Statement
and Quarterly Reports on Form 10-Q are each available free-of-charge at the
SEC's web site at http://www.sec.gov/ and from First Washington upon request.
In addition to the interests disclosed in First Washington FinancialCorp's 2004
Proxy Statement and Quarterly Reports on Form 10-Q, upon completion of the
merger, C. Herbert Schneider, President and CEO of First Washington
FinancialCorp, will enter into a three-year employment agreement with First
Washington State Bank. As of the date of this news release, First Washington
is not aware of any director or officer who beneficially owns in excess of 5%
of First Washington common stock, except as disclosed in its 2004 Proxy
Statement.
Safe Harbor Statement: Except for historical information contained herein, the
matters discussed in this release are forward-looking statements. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability to achieve anticipated merger related
operational efficiencies, the ability to enhance revenues through increased
market penetration, expanded lending capacity and product offerings and other
risks detailed from time to time in Fulton's and First Washington's SEC
filings, including forms 10-Q and 10-K (copies of which are available from
Fulton without charge in hard copy or online at http://www.sec.gov/). Fulton
and First Washington disclaim any intention or obligation to publicly update or
revise any forward-looking statements, whether as a result of events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Additional Information and Where to Find It: It is expected that Fulton will
file a Registration Statement on SEC Form S-4, that Fulton and First Washington
will file a Proxy Statement/Prospectus with the SEC in connection with the
transaction discussed herein, and that First Washington will mail a Proxy
Statement/Prospectus to shareholders of First Washington containing information
about the Acquisition. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully when they
are available. The Registration Statement and the Proxy Statement/Prospectus
will contain important information about Fulton, First Washington, the
acquisition of First Washington by Fulton, the persons soliciting proxies
relating to the acquisition, their interests in the acquisition and related
matters. Investors and security holders will be able to obtain free copies of
these documents through the website maintained by the SEC at
http://www.sec.gov/. Free copies of the Proxy Statement/Prospectus and these
other documents may also be obtained from Fulton by directing a request to
George R. Barr, Secretary, at (717) 291-2411 or from First Washington by
directing a request to Nora Rauscher, Assistant Corporate Secretary, at (609)
426-1000.
In addition to the Registration Statement and the Proxy Statement/Prospectus,
Fulton and First Washington file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information at the SEC public reference rooms at
450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other
public reference rooms in New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. Fulton's and First Washington 's filings with the SEC are also available
to the public from commercial document-retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov/.
Filed by: Fulton Financial Corporation
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934
Subject Company: First Washington FinancialCorp
(Commission File No. 0-32949)
DATASOURCE: Fulton Financial Corporation
CONTACT: Laura J. Wakeley of Fulton Financial Corporation,
+1-717-291-2739
Web site: http://www.fult.com/
http://www.fwsb.com/