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Exhibit 99.1
News Release
PNC BANK MIDLANTIC
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Contacts:
PNC BANK MIDLANTIC
MEDIA: MEDIA:
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Jonathan Williams James J. Hartmann
(412) 762-4550 (908) 321-8286
INVESTORS: INVESTORS:
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William H. Callihan Donald W. Ebbert Jr.
(412) 762-8257 (908) 321-8138
PNC BANK CORP. AND MIDLANTIC CORPORATION TO MERGE,
CREATE $79-BILLION FINANCIAL SERVICES ORGANIZATION
MERGER WILL LIFT MARKET SHARE IN NEW JERSEY
AND PHILADELPHIA AND IMPROVE PNC BANK BALANCE SHEET
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PITTSBURGH, Pa., and EDISON, N.J., July 10, 1995--PNC Bank Corp.
(NYSE: PNC) and Midlantic Corporation (NASDAQ: MIDL) today announced approval
by both boards of directors of a definitive merger agreement that will create
the nation's 11th-largest bank holding company, with assets of nearly
$79 billion.
On completion of the merger and PNC Bank's pending acquisition of
Chemical Bank New Jersey, PNC Bank will rank second in market share in New
Jersey and the Philadelphia region.
Under terms of the agreement, PNC Bank Corp. will exchange 2.05 shares
of its common stock for each share of Midlantic common. Based on PNC Bank
Corp.'s closing stock price of $26.875 on Friday, the exchange value would
be $55.09 per Midlantic share and the transaction value would approximate
$3 billion.
"This merger creates a unique opportunity for PNC Bank to achieve
several strategic objectives," Thomas H. O'Brien, chairman and chief executive
officer of PNC Bank, said. "It greatly expands our market share in Philadelphia
and New Jersey, and it represents a major step forward in our balance sheet
realignment, with a concurrent reduction in interest rate sensitivity.
Importantly, it is expected to be additive to earnings per share within the
first year of combined operations and going forward."
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Garry J. Scheuring, chairman, president and chief executive officer of
Midlantic Corporation, said, "This transaction is attractive for our
shareholders, who will achieve a meaningful premium over current market value
in a tax-free transaction and receive a stake in one of the superregional
leaders in our industry. Our customers will be well served through the truly
broad range of financial products PNC Bank offers."
O'Brien and Scheuring commented, "As we have worked closely together on
this merger, we have both been impressed by the similarities of the cultures in
PNC Bank and Midlantic. We share a common emphasis on achieving customer
satisfaction and efficient operations and we are excited by the opportunities
that this combination offers to create value for our shareholders and
customers."
O'Brien pointed out that an added benefit of the merger is the depth
and strength of Midlantic's management. He announced that following the
completion of the transaction, Scheuring will become vice chairman and a
director of PNC Bank Corp. and will join him and James E. Rohr, president of
PNC Bank Corp. and president and chief executive officer of PNC Bank, N.A., in
a new Office of the Chairman. Scheuring will have responsibility for the New
Jersey and Philadelphia markets and for consumer banking corporatewide. In
connection with the merger, three additional directors of Midlantic will be
nominated for membership on PNC Bank Corp.'s board. In addition, Howard I.
Atkins, Midlantic's chief financial officer, will join PNC Bank as executive
vice president and head of asset and liability management/treasury, and will be
involved in capital markets strategy.
O'Brien noted that the in-market nature of the merger provides
opportunities for realistic and achievable cost savings from areas such as
branch network consolidations, back office and administrative units and
marketing expenses. In addition, PNC Bank's broad array of national products,
such as asset management, treasury management, residential mortgages and credit
cards, present significant opportunities to increase revenues.
Scheuring continued, "With our restructuring of the past several years
successfully completed, our board and management have given careful
consideration to how best to maximize shareholder value going forward, taking
into account trends and legislation affecting our industry and the alternatives
available to us to create the critical mass necessary to compete effectively.
Our board determined that joining forces with PNC Bank is the best course for
Midlantic."
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In connection with the merger, PNC Bank said that it expects to record
a pre-tax charge of approximately $190 million prior to closing to cover
merger-related expenses.
The merger is expected to be completed by year end 1995, pending
approval by the shareholders of both companies and regulatory agencies. The
merger is anticipated to be a tax-free transaction to Midlantic shareholders
and will be accounted for as a pooling of interests. In addition, Midlantic and
PNC Bank have granted each other options to purchase up to 19.9 percent of each
other's outstanding common stock, under certain circumstances.
PNC Bank said that it expects to report 1995 second quarter net income
of $137.0 million, or $0.59 per fully diluted share. Return on average assets
and return on average common equity are expected to be .89 percent and
12.61 percent, respectively.
Midlantic Corporation said that it expects to report second quarter net
income of $56.0 million, or $1.05 per fully diluted common share. Return on
average assets and return on common equity are expected to be 1.69 percent and
16.51 percent, respectively.
Midlantic Corporation, an interstate bank holding company headquartered
in Edison, N.J., is committed to providing service excellence to consumers,
businesses and communities. The corporation's principal subsidiary, Midlantic
Bank, N.A., operates 338 banking offices in New Jersey and Southeastern
Pennsylvania.
PNC Bank Corp., with assets of $62.1 billion at March 31, 1995, is one
of the largest financial services organizations in the United States.
Headquartered in Pittsburgh, it operates consumer banking offices across
Pennsylvania, Delaware, Ohio, Kentucky and Indiana and mortgage offices in
30 states. PNC Bank's major businesses include corporate banking; consumer
banking; private banking; mortgage banking; and trust and mutual funds asset
management.
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