FOR IMMEDIATE RELEASE September 1, 2004
Contact: Parkvale Financial Corporation
Robert J. McCarthy, Jr. President and CEO or
Timothy G. Rubritz, CFO
412/373-7200
Advance Financial Bancorp
Stephen M. Gagliardi, Chairman, President and CEO
304/737-3531
Parkvale Financial Corporation and Advance Financial Bancorp
Announce Plans to Merge
Monroeville, PA and Wellsburg, WV, September 1, 2004 -- Parkvale Financial
Corporation (Nasdaq: PVSA) ("Parkvale") and Advance Financial Bancorp (Nasdaq:
AFBC), ("Advance") announced today the signing of a definitive merger agreement
for Parkvale to acquire Advance.
Under the terms of the definitive agreement, which has been approved by the
boards of directors of both organizations, Advance shareholders will receive
$26.00 in cash, for a total transaction value of approximately $38 million, and
is conditioned upon the receipt of the necessary regulatory approvals of Advance
and Parkvale and shareholder approval of Advance Financial Bancorp. Based on the
$26.00 per share value, the transaction represents 175.5% of Advance's June 30,
2004 book value and 15.3 times its trailing 12 months earnings.
"This merger combines two companies with similar cultures and represents a
natural market extension for Parkvale." said Robert J. McCarthy, Jr., President
and Chief Executive Officer of Parkvale Financial Corporation. Mr. McCarthy also
noted, "This merger reinforces our strategic plan of seeking growth
opportunities that enhance shareholder value." The merger is anticipated to
close in late 2004 or early 2005. Management of Parkvale expects the merger to
be immediately accretive to earnings.
"We are very pleased to be joining Parkvale and very excited by the
opportunities for our customers, our community, our employees and our
shareholders," stated Stephen M. Gagliardi, Chairman, President and Chief
Executive Officer of Advance. "Parkvale is one of the premier financial
institutions in western Pennsylvania. We share the same focus on retail growth,
operational efficiency, and community banking."
Advance, headquartered in Wellsburg, West Virginia, had $321 million in assets
and $268 million in deposits at June 30, 2004 with seven full service offices in
Follansbee, Brooke County, West Virginia, in Steubenville and Wintersville,
Jefferson County, Ohio and in Bridgeport and Shadyside, Belmont County, Ohio.
Parkvale, headquartered in Monroeville, Pennsylvania, had $1.6 billion in assets
at June 30, 2004 and $1.3 billion in deposits, and operates through 39 full
service branches
-more-
located in the contiguous counties of Allegheny, Beaver, Butler, Fayette,
Washington, and Westmoreland in Pennsylvania. The addition of seven well
appointed branch offices of Advance with an average deposit size of $38 million,
each office equipped with at least two drive-up windows as well as an ATM
drive-up, will expand Parkvale's lending opportunities and number of community
offices to 46 and increase the number of ATM locations to 45. The companies said
that certain anticipated expense reductions would come primarily from
consolidation of various administrative and back-office functions. The companies
have distinct geographic retail networks, and minimal branch-based job
eliminations are expected.
Boenning & Scattergood, Inc. served as financial advisor to Parkvale and Keefe,
Bruyette & Woods, Inc. served as financial advisor to Advance. Elias, Matz,
Tiernan & Herrick, LLP provided legal counsel for Parkvale and Malizia Spidi &
Fisch, PC provided legal counsel for Advance.
The common stock of Parkvale is traded on the Nasdaq Stock Market, National
Market System under the symbol of "PVSA". Parkvale makes available on its web
site, which is located at www.parkvale.com, its annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K on the date such
reports are electronically filed with the Securities and Exchange Commission.
The common stock of Advance Financial is traded on the Nasdaq Stock Market,
National Market System under the symbol of "AFBC". Previous annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed
with the SEC by Advance will be available free of charge from the Secretary of
Advance at 1015 Commerce Street, Wellsburg, West Virginia 26070, telephone
304/737-3531.
Statements contained in this news release that are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those currently anticipated due to a number of factors. The following
factors, among others, could cause actual results to differ from those set forth
in the forward-looking statements: the ability to obtain governmental approvals
of the merger on the proposed terms and schedule; the failure of Advance
shareholders to approve the merger; the risk that the businesses will not be
integrated successfully; the risk that the cost savings and any revenue
synergies from the merger may not be fully realized or may take longer to
realize than expected; disruption from the merger making it more difficult to
maintain relationships with clients, employees or suppliers; increased
competition and its effect on pricing, spending, third-party relationships and
revenues; and the risk of new and changing regulation in the U.S.. The
forward-looking statements in this press release speak only as of the date of
the filing, and neither Parkvale nor Advance assumes any obligation to update
the forward-looking statements or to update the reasons why actual results could
differ from those contained in the forward-looking statements.
This document may be deemed to be solicitation material with respect to the
proposed merger of Parkvale and Advance. Advance will be filing a proxy
statement and other relevant documents concerning the merger with the Securities
and Exchange Commission. Investors are urged to read these documents when they
become available because they will contain important information. Investors will
be able to obtain these document free of charge at the SEC's website,
www.sec.gov. In addition, documents filed with the SEC by Parkvale will be
- -----------
available free of charge
-more-
from the Secretary of Parkvale Financial Corporation at 4220 William Penn
Highway, Monroeville, PA 15146, telephone 412/373-7200 and documents filed with
the SEC by Advance will be available free of charge from the Secretary of
Advance at 1015 Commerce Street, Wellsburg, West Virginia 26070, telephone
304/737-3531. Parkvale and Advance and their directors and executive officers
may be deemed to be participants in the solicitation of proxies to approve the
merger. Information about the directors and executive officers of Parkvale and
their ownership of Parkvale common stock is set forth in the proxy statement
filed by Parkvale with the SEC dated September 15, 2003. Information about the
directors and executive officers of Advance and their ownership of Advance
common stock is set forth in the proxy statement filed by Advance with the SEC
dated September 24, 2003. Stockholders of Advance should read the proxy
statement and other documents to be filed with the SEC carefully before making a
decision concerning the merger.
####