Willow Grove Bancorp (NASDAQ:WGBC)
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From Jul 2019 to Jul 2024
Willow Grove Bancorp, Inc. (NASDAQ:WGBC) ("Willow
Grove") announced today that the merger of Chester Valley Bancorp Inc.
(NASDAQ:CVAL) ("Chester Valley") with Willow Grove was completed
following the close of business on August 31, 2005. In addition, the
merger of Chester Valley's wholly owned bank subsidiary, First
Financial Bank, with Willow Grove Bank was completed after the close
of business on August 31st. The former banking offices of First
Financial Bank are now operating as the "First Financial Division" of
Willow Grove Bank. Donna M. Coughey, the former President and Chief
Executive Officer of Chester Valley and First Financial Bank, has
succeeded Frederick A. Marcell Jr. as President and Chief Executive
Officer of Willow Grove and Willow Grove Bank upon Mr. Marcell's
retirement from those positions. The merger has resulted in a combined
financial institution with approximately $1.5 billion in assets,
deposits in excess of $1.0 billion and 27 banking offices in
Montgomery, Chester, Bucks, Delaware and Philadelphia Counties,
Pennsylvania.
Ms. Coughey stated, "We are excited about the prospects of
operating our now combined banking franchise in three of the most
attractive markets in southeast Pennsylvania. We believe that as a
locally based community bank with strong market positions in
Montgomery, Bucks and Chester Counties, and our presence in
northeastern Philadelphia coupled with our commitment to customer
service focused on the needs of our retail and small business
customers puts us in a unique position to grow our franchise and
better serve our customers."
Ms. Rosemary Loring, who recently succeeded William W. Langan as
Chair of the Board of Willow Grove and Willow Grove Bank, stated "This
merger has resulted in the combination of two well known banking
franchises operating in some of the most dynamic and fastest growing
markets in the nation. We believe we have assembled a first rate
management team and that, with our expanded product lines, increased
lending limits and extensive cross-selling efforts, we will be
implementing an exciting and improved business plan. Finally, I would
like to recognize and thank my predecessor, Bill Langan, for all of
his efforts in bringing this merger together and in his leadership of
Willow Grove over the past 10 years. I look forward to his assistance
in the future as he continues his role as a director."
Frederick A. Marcell Jr., former President and Chief Executive
Officer of Willow Grove and Willow Grove Bank, stated "I am gratified
that we have successfully completed this combination and view this as
a fitting capstone for my career in banking. As I continue in my term
as a director, I look forward to working with Donna and the six other
former Chester Valley directors who have joined our Board. I believe
our prospects are very promising."
Each share of Chester Valley common stock was converted into the
right to receive either $27.90 in cash or 1.4823 shares of Willow
Grove common stock. As previously disclosed in the merger agreement
and election materials mailed to Chester Valley shareholders, the form
of the merger consideration is subject to allocation and pro-ration in
accordance with the terms of the merger agreement to ensure that
35.24% of the outstanding shares of Chester Valley will be converted
into the right to receive cash and 64.76% will be converted into the
right to receive Willow Grove stock. The election deadline is
September 9, 2005 at 5:00 p.m. Eastern Time. Questions concerning
election procedures and the exchange of Chester Valley stock
certificates may be directed to the exchange agent, Registrar and
Transfer Company at 1-800-368-5948.
Approximately 5.0 million shares of Willow Grove common stock will
be issued in the transaction, bringing the number of issued and
outstanding shares of Willow Grove Bancorp to approximately 14.7
million.
Willow Grove Bancorp, Inc. is the holding company for Willow Grove
Bank, a federally chartered savings bank. Willow Grove Bank was
founded in 1909 and conducts its business from its headquarters in
Maple Glen, Pennsylvania, with 26 additional branch locations in
Bustleton, Dresher, Hatboro, Holland, Huntingdon Valley, North Wales,
Rhawnhurst, Roslyn Valley, Somerton, Southampton, Warminster (two),
Willow Grove, Downingtown, Exton, Frazer, Thorndale, Westtown, Airport
Village, Brandywine Square, Devon, Kennett Square, Eagle, Coatesville,
Avondale and West Chester, Pennsylvania.
Additional information is available at: www.willowgrovebank.com.
The information contained in this press release may contain
forward-looking statements (as defined in the Securities Exchange Act
of 1934 and the regulations thereunder) which are not historical facts
or as to Willow Grove Bancorp, Inc. management's intentions, plans,
beliefs, expectations or opinions or with respect to the acquisition
of Chester Valley Bancorp. These statements include, but are not
limited to, financial projections and estimates and their underlying
assumptions; statements regarding plans, objectives and expectations
with respect to future operations, products and services; and
statements regarding future performance. Such statements are subject
to certain risks and uncertainties, many of which are difficult to
predict and generally beyond the control of Willow Grove Bancorp and
its management, that could cause actual results to differ materially
from those expressed in, or implied or projected by, the
forward-looking information and statements. The following factors,
among others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statements: (1) economic and competitive conditions
which could affect the volume of loan originations, deposit flows and
real estate values; (2) the levels of non-interest income and expense
and the amount of loan losses; (3) estimated cost savings from the
acquisition of Chester Valley Bancorp not being fully realized within
the expected time frame; (4) revenues following the acquisitions of
Chester Valley Bancorp, Inc. being lower than expected; (5)
competitive pressure among depository institutions increasing
significantly; (6) costs or difficulties related to the integration of
the businesses of Willow Grove Bancorp and Chester Valley Bancorp
being greater than expected; (7) changes in the interest rate
environment causing reduced interest margins; (8) general economic
conditions, either nationally or in the markets in which Willow Grove
Bancorp is or will be doing business, being less favorable than
expected; or (9) legislation or changes in regulatory requirements
adversely affecting the business in which Willow Grove Bancorp will be
engaged as well as other factors discussed in the documents filed by
Willow Grove Bancorp with the Securities and Exchange Commission
("SEC") from time to time. Copies of these documents may be obtained
from Willow Grove Bancorp upon request and without charge (except for
the exhibits thereto) or can be accessed at the website maintained by
the SEC at http://www.sec.gov. Willow Grove Bancorp undertakes no
obligation to update these forward-looking statements to reflect
events or circumstances that occur after the date on which such
statements were made.