EXHIBIT 99.1
PRESS RELEASE
| National Penn contact: | Catharine S. Bower |
| | (610) 369-6618 |
| | csbower@natpennbank.com |
| | |
| Nittany contact: | David Z. Richards Jr. |
| | (814) 238-5724 |
| | DRichards@NittanyBank.com |
NITTANY SHAREHOLDERS APPROVE NATIONAL PENN MERGER
Boyertown, Pa. and State College, Pa., January 18, 2006 — Nittany Financial Corp., (OTCBB: NTNY), the parent company of Nittany Bank, announced today that its shareholders approved a merger transaction under which National Penn Bancshares, Inc. (Nasdaq: NPBC), parent company of National Penn Bank, will acquire Nittany.
Following the acquisition, Nittany Bank will initially operate as a separate subsidiary of National Penn. National Penn intends in the near future to merge Nittany Bank into National Penn Bank, National Penn’s banking subsidiary. It will then operate as a division of National Penn Bank, retaining its name and its present management team.
The exchange ratio for National Penn common stock has been finalized at 1.994 shares of National Penn common stock for each share of Nittany common stock, as provided in the Merger Agreement.
After the merger, National Penn expects to have assets of approximately $5 billion by the end of the first quarter 2006 and to remain the seventh largest bank holding company headquartered in Pennsylvania.
The Federal Reserve Bank of Philadelphia and the Pennsylvania Department of Banking have approved the merger. Closing is anticipated to occur on January 26, 2006.
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About National Penn Bancshares, Inc.:
National Penn Bancshares, Inc. is a $4.57 billion asset financial services company operating 73 offices in southeastern Pennsylvania through National Penn Bank and its FirstService Bank, HomeTowne Heritage Bank, and The Peoples Bank of Oxford divisions. The Peoples Bank of Oxford Division also operates one community office in Cecil County, Maryland. National Penn’s investment management units, with combined client assets approaching $1.6 billion, consist of National Penn Investors Trust Company, which provides trust and investment management services; National Penn Investment Services, which markets brokerage services provided by PrimeVest Financial Services, Inc.; and National Penn Capital Advisors, Inc., which provides investment advisory services. National Penn Bancshares also provides mortgage banking activities through National Penn Mortgage Company; insurance services through National Penn Insurance Agency, Inc.; and equipment leasing services through National Penn Leasing Company. National Penn Bancshares, Inc. common stock is traded on the Nasdaq Stock Market under the symbol “NPBC.” Additional information about the National Penn family is available on the company’s Web site at http://www.nationalpennbancshares.com.
About Nittany Financial Corp.:
Nittany Financial Corp. is the parent company for Nittany Bank, a federally chartered financial institution headquartered and operated in State College, Pennsylvania. Nittany Bank began operations in October 1998 and currently operates four offices in State College and one office in Bellefonte, five ATMs, telephone banking [(814) 231-1800] and transactional internet banking. Nittany also owns two investment subsidiaries. Nittany Asset Management, Inc. offers retail investment products through the Bank's five offices. Vantage Investment Advisors, LLC is a registered investment advisory firm providing fee-based investment management services. Vantage currently manages approximately $310 million in investments for small business retirement plans as well as individual portfolio management for consumers. Additional information about Nittany Financial is available on the company’s Web site at http://www.nittanybank.com.
Cautionary Statement Regarding Forward-Looking Information
This release contains forward-looking information about National Penn Bancshares, Inc., Nittany Financial Corp. and the combined operations of National Penn Bancshares, Inc. and Nittany Financial Corp. after the completion of the pending merger that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should,'' "project," "plan,'' "seek," "intend,'' or "anticipate'' or the negative thereof or comparable terminology, and include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or consequences of the transactions, and statements about the future performance, operations, products and services of the companies and their subsidiaries.
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National Penn Bancshares’ and Nittany Financial’s businesses and operations, as well as their combined business and operations following the completion of the transactions described in the release, are and will be subject to a variety of risks, uncertainties and other factors. Consequently, their actual results and experience may materially differ from those contained in any forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: (1) ineffectiveness of their business strategy due to changes in current or future market conditions, (2) the effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services, (3) interest rate movements, (4) deteriorating economic conditions, (5) risks inherent in transactions of this sort, such as the failure to achieve merger-related synergies, technology and integration issues, and potential difficulties in establishing and maintaining operations in new markets, (6) volatility in the securities markets, and (7) those risks, factors and uncertainties identified in National Penn Bancshares’ Current Report on Form 8-K filed with the United States Securities and Exchange Commission ("SEC") on September 7, 2005. The foregoing review of important factors should be read in conjunction with the other cautionary statements that are included in National Penn Bancshares’ Annual Report on Form 10-K and Nittany Financial’s Annual Report on Form 10-KSB for their respective fiscal years ended December 31, 2004, as well as in the materials filed and to be filed with the SEC. See “Additional Information” below. Neither National Penn Bancshares nor Nittany Financial makes any commitment to revise or update any forward-looking statements in order to reflect events or circumstances occurring or existing after the date any forward-looking statement is made. National Penn Bancshares and Nittany Financial caution readers not to place undue reliance on these statements.
Additional Information:
National Penn Bancshares has filed a registration statement on Form S-4 in connection with the transaction, which registration statement has been declared effective by the SEC, and Nittany Financial has mailed a proxy statement/prospectus to its shareholders in connection with the transaction. Investors and security holders of Nittany Financial are urged to read the proxy statement/prospectus, because it contains important information about National Penn Bancshares, Nittany Financial and the transaction. Investors and security holders may obtain a free copy of the proxy statement/prospectus at the SEC's web site at www.sec.gov. A free copy of the proxy statement/prospectus may also be obtained from National Penn Bancshares or Nittany Financial. You may direct such a request to either of the following persons:
| Sandra L. Spayd | David Z. Richards Jr. |
| Corporate Secretary | President and CEO |
| National Penn Bancshares, Inc. | Nittany Financial Corporation |
| Philadelphia and Reading Avenues | 116 East College Ave. |
| Boyertown, PA 19512 | State College, PA 16801 |
| (610) 369-6202 | (814) 238-5724 |
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National Penn Bancshares, Nittany Financial and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Nittany Financial in favor of the transaction. Information regarding the interests of these officers and directors in the transaction is included in the proxy statement/prospectus.
In addition to the registration statement on Form S-4 filed by National Penn Bancshares and declared effective by the SEC in connection with the transaction, and the proxy statement/prospectus mailed to the shareholders of Nittany Financial in connection with the transaction, each of National Penn Bancshares and Nittany Financial file annual, quarterly and current reports, proxy and information statements and other information with the SEC. Investors may read and copy any of these reports, statements and other information at the SEC's public reference rooms located at 100 F Street, N.E., Washington, D.C., 20549, or any of the SEC's other public reference rooms located in New York and Chicago. Investors should call the SEC at 1-800-SEC-0330 for further information on these public reference rooms. The reports, statements and other information filed by National Penn Bancshares and Nittany Financial with the SEC are also available for free at the SEC's Web site at www.sec.gov. A free copy of these reports, statements and other information may also be obtained from National Penn Bancshares or Nittany Financial.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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