Treatment of Premier Equity Awards
At the effective time of the Merger, each outstanding and unexercised Net Option Share granted by Premier to purchase shares of Premier common stock, whether vested or unvested, will be generally be cancelled and terminated and converted into the right to receive a cash payment equal to the product of the exchange ratio of 0.80 multiplied by the Average Closing Price. “Net Option Share” means the product of (x) such number of shares of Premier common stock underlying the option multiplied by (y) the amount by which the volume weighted average trading price of WesBanco’s common stock during the twenty trading day period ending on the later (the “Average Closing Price”) of (i) the first date on which all necessary bank regulatory approvals or non-objections have been received (disregarding any waiting period) or (ii) the date on which Premier’s shareholders approve the Merger Agreement, exceeds the exercise price per share of such option, divided by (z) such Average Closing Price.
Immediately prior to the effective time of the Merger, (i) each equity award of Premier subject to time-based vesting or other time-based lapse restriction, other than Premier’s outstanding stock options, that is unvested and outstanding, will vest and be cancelled and converted into the right to receive the merger consideration for each share of Premier common stock underlying such equity award, less applicable tax withholdings and (ii) each equity award of Premier subject to a performance-based vesting condition, other than Premier’s outstanding stock options, that is unvested and outstanding, will generally vest with any performance-based vesting condition vesting at actual performance for the first half of 2024 and target level for the remaining performance period, and in each case be cancelled and converted into the right to receive the merger consideration for each share of Premier common stock underlying such equity award, less applicable tax withholdings.
Voting Agreements
As a condition to WesBanco’s willingness to enter into the Merger Agreement, all of the directors of Premier have entered into voting agreements (each, a “Voting Agreement”) with WesBanco pursuant to which they have agreed to vote their shares in favor of the Merger. A form of the Voting Agreement is attached as Exhibit A to the Merger Agreement, which is filed as Exhibit 2.1 to this Form 8-K and is incorporated herein by reference.
WesBanco has entered into securities purchase agreements with investors to raise capital to support the Merger. In aggregate, $200 million of WesBanco common stock will be issued. The capital raise is expected to close on August 1, 2024. Upon completion of the Merger, the shares issued to Premier are expected to comprise 30% of the outstanding shares of the combined company, the shares issued in the capital raise are expected to represent 8% of the combined company, and 62% to be held by legacy WesBanco shareholders.
On July 26, 2024, Premier and WesBanco issued a press release announcing the signing of the Merger Agreement and WesBanco’s capital raise. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statement
The Merger Agreement and form of Voting Agreement attached thereto (collectively, the “Subject Agreements”) have been included in this report to provide investors with information regarding their terms. Except for the status of the Subject Agreements as the contractual documents that establish and govern the respective legal relations among the parties thereto with respect to the transactions described in this report, the Subject Agreements are not intended to be sources of factual, business or operational information about the parties thereto.
The representations, warranties, covenants and agreements made by the parties to the Subject Agreements are made as of specific dates and are qualified and limited, including with respect to the Merger Agreement by information in disclosure schedules that the parties exchanged in connection with the execution of such Merger Agreement. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders. Representations and warranties may be used as a tool to allocate risks between the parties to the Subject Agreements, including where the parties do not have complete knowledge of all facts. Accordingly, the Subject Agreements are included with this filing only to provide investors with information regarding the terms of the Subject Agreements, and not to provide investors with any other factual information regarding WesBanco, Premier, their respective affiliates or their respective businesses. Moreover, information concerning the subject matter of representations and warranties may change after the date of a Subject Agreement, which subsequent information may or may not be fully reflected in Premier’s public disclosures. The Subject Agreements should not be read alone, but should instead be read in conjunction with the other information regarding WesBanco, Premier, their respective affiliates or their respective businesses, the Subject Agreements and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that WesBanco will file that will include a joint proxy statement of Premier and WesBanco and a prospectus of WesBanco, as well as in the Forms 10-K, Forms 10-Q and other filings that each of Premier and WesBanco make with the SEC.
