To All Vantage Solicitors:
I have some exciting news!
As you all are aware, Vantage Investment Advisors, LLC is a wholly-owned
subsidiary of Nittany Financial Corp. (Sym: NTNY). Nittany Financial also owns
Nittany Bank and Nittany Asset Management. This morning it is being announced
that National Penn Bancshares, Inc. (Sym: NPBC) will purchase Nittany Financial
Corp. The merger is expected to close sometime in February 2006.
National Penn Bancshares, Inc. is a $4.59 billion 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, provide trust, brokerage
and investment management services.
National Penn's investment management units have expertise with trusts,
municipalities, non-profit organizations, and short-term asset management
services for businesses. These offerings will complement the services currently
provided by Vantage.
KEEP IN MIND THE FOLLOWING:
o Nothing will change!
o Client account numbers will not change!
o Fees charged to current clients will not change!
o Current fee payouts to solicitors will not change!
o Vantage employees will not change!
o No new investment management agreements are needed!
I am very excited about this merger. National Penn is committed to the
preservation of the existing Vantage name, culture and business operations. I
have entered into a five year employment agreement with National Penn
Bancshares, and I look forward to continuing as President of Vantage.
Please let me know if you have any questions.
Best regards,
/s/ Robert R. Thomas
Robert R. Thomas, CFA
President & CEO
Vantage Investment Advisors, LLC
814-867-2050
ABOUT NATIONAL PENN BANCSHARES, INC.:
National Penn Bancshares, Inc. is a $4.59 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 FirstService
Capital, 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 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
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 transactions described in the release 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.
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 fiscal years ended December 31, 2004, as well as
in the materials 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 intends to file a registration statement on
Form S-4 in connection with the transaction, and Nittany Financial intends to
mail 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 when it becomes available, because it will
contain 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 (when it is available) 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 Corp.
Philadelphia and Reading Avenues 116 East College Ave
Boyertown, PA 19512 State College, PA 16801
(610) 369-6202 (814) 238-5724
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 will be included in the proxy statement/prospectus.
In addition to the registration statement on Form S-4 to be filed by
National Penn Bancshares in connection with the transaction, and the proxy
statement/prospectus to be 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.