Form 8-K - Current report

PREMIER FINANCIAL CORP false 0000946647 0000946647 2025-02-12 2025-02-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2025

 

 

Premier Financial Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Ohio		0-26850		34-1803915
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

601 Clinton Street
Defiance, Ohio				43512
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: [phone]

(Former Name or Former Address, if Changed Since Last Report)

Not Applicable

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share		PFC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 8.01 Other Events.

On February 12, 2025, Wesbanco, Inc. (“Wesbanco”) and Premier Financial Corp. (“Premier”) jointly issued a press release announcing that they have received all necessary regulatory approvals for the pending merger between Wesbanco and Premier. Wesbanco and Premier anticipate that the closing of the merger will occur on or about February 28, 2025, although completion of the merger remains subject to the satisfaction of customary closing conditions.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additional Information About the Merger and Where to Find It

In connection with the proposed Merger, Wesbanco filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 which includes a joint proxy statement of Premier and Wesbanco and a prospectus of Wesbanco with respect to shares of Wesbanco’s common stock to be issued in the proposed transaction, as well as other relevant documents concerning the proposed transaction. The Form S-4 was declared effective on October 28, 2024, and Wesbanco and Premier commenced mailing to their respective shareholders on or about November 1, 2024 in connection with their respective special meetings of shareholders, which were held on December 11, 2024, at which the shareholders of both companies approved all matters related to the proposed transaction that were submitted for a vote. This communication is not a substitute for the Registration Statement on Form S-4, the joint proxy statement/Prospectus or any other document that Wesbanco and/or Premier may file with the SEC in connection with the proposed transaction. SHAREHOLDERS OF WESBANCO, SHAREHOLDERS OF PREMIER AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The Registration Statement on Form S-4, which includes the joint proxy statements/prospectus, and other related documents filed by Wesbanco or Premier with the SEC, may be obtained for free at the SEC’s website at www.sec.gov, and from either Wesbanco’s or Premier’s website at www.wesbanco.com or www.premierfincorp.com, respectively.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

99.1 - Wesbanco, Inc. press release dated February 12, 2025.

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

						PREMIER FINANCIAL CORP.
Date: February 13, 2025				By:		/s/ Paul D. Nungester
						Paul D. Nungester Chief Financial Officer

Exhibit 99.1

 

PRESS RELEASE

For Immediate Release

WesBanco, Inc. and Premier Financial Corp. Announce Regulatory Approvals for Pending Merger

WHEELING, W.Va., (February 12, 2025) — WesBanco, Inc. (“WesBanco”) (Nasdaq: WSBC) and Premier Financial Corp. (“Premier”) (Nasdaq: PFC) today announced that they have received all necessary regulatory approvals for the pending merger of Premier with and into WesBanco.

The companies previously announced that the shareholders of Premier and the shareholders of WesBanco had voted overwhelmingly to approve the transaction at their respective special meetings on December 11, 2024.

“We are thrilled to have received all necessary regulatory and shareholder approvals, marking a significant milestone in our journey to bring WesBanco and Premier together,” said Jeff Jackson, President and Chief Executive Officer of WesBanco. “These approvals reflect the strength of our shared vision for a community-focused, regional financial services provider. We look forward to closing this transformative merger and delivering the benefits of our combined strengths to our customers, communities, teams and shareholders.”

WesBanco and Premier expect that the closing of the merger will occur on or about February 28, 2025. The transaction remains subject to the completion of customary closing conditions.

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 $18.7 billion in total assets, with our Trust and Investment Services holding $6.0 billion of assets under management and securities account values (including annuities) of $1.9 billion through our broker/dealer, as of December 31, 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.

WesBanco Investor Contact:

John H. Iannone

Senior Vice President, Investor Relations

304-905-7021

WesBanco Company Contact:

Alisha Hipwell

Sr. Executive Vice President, Corporate Communications

[e-mail]

304-234-9230

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Document and Entity Information	Feb. 12, 2025
Cover [Abstract]
Entity Registrant Name	PREMIER FINANCIAL CORP
Amendment Flag	false
Entity Central Index Key	0000946647
Document Type	8-K
Document Period End Date	Feb. 12, 2025
Entity Incorporation State Country Code	OH
Entity File Number	0-26850
Entity Tax Identification Number	34-1803915
Entity Address, Address Line One	601 Clinton Street
Entity Address, City or Town	Defiance
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43512
City Area Code	(419)
Local Phone Number	785-8700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, Par Value $0.01 Per Share
Trading Symbol	PFC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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