Exhibit 99.1
NEWS FOR IMMEDIATE RELEASE
April 1, 2004
WesBanco, Inc.
1 Bank Plaza
Wheeling, WV 26003
And
Western Ohio Financial Corporation
28 East Main Street
Springfield, Ohio 45502
For Further Information Contact:
Paul M. Limbert (304) 234-9206
President & CEO, WesBanco, Inc.
Or
John W. Raisbeck (937) 327-1112
President & CEO, Western Ohio Financial Corporation
WESBANCO, INC. AND WESTERN OHIO FINANCIAL CORPORATION
ANNOUNCE EXECUTION OF AN AGREEMENT AND PLAN OF MERGER
WHEELING, WV - April 1, 2004 - WesBanco, Inc. ("WesBanco") (Nasdaq:WSBC) and
Western Ohio Financial Corporation ("Western Ohio") (Nasdaq:WOFC) jointly
announced today that they have executed a definitive Agreement and Plan of
Merger. Paul M. Limbert, President & CEO, representing WesBanco, and John W.
Raisbeck, President & CEO, representing Western Ohio, made the joint
announcement.
At December 31, 2003, Western Ohio had consolidated assets of $399.5 million,
deposits of $248.7 million, loans of $334.5 million and shareholders' equity of
$44.4 million. Western Ohio's principal subsidiary is Cornerstone Bank.
At December 31, 2003, WesBanco had consolidated assets of $3.4 billion, deposits
of $2.5 billion, loans of $1.9 billion and shareholders' equity of $318 million.
WesBanco's principal subsidiary is WesBanco Bank, Inc.
Under the terms of the Agreement and Plan of Merger, WesBanco will exchange a
combination of its common stock and cash for Western Ohio common stock. Western
Ohio shareholders will be able to elect a fixed exchange ratio of 1.18 shares of
WesBanco common stock or $35.00 in cash. The election is subject to certain
limitations including that 55% of Western Ohio's outstanding shares be exchanged
for WesBanco common stock. Common stock received by Western Ohio shareholders is
anticipated to qualify as a tax-free exchange.
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Based upon a per share value of $35.00, the transaction, approved by the
directors of both companies, is valued at $65.2 million. The price represents a
Price/Book Value of 140.5%, a Price/Trailing 12 Months Earnings multiple of 24.6
times and a Core Deposit Premium of 10.6%. The acquisition, which will be
accounted for as a purchase transaction, is subject to the approvals of the
appropriate banking regulatory authorities and the shareholders of Western Ohio.
It is expected that the transaction will be completed in the fourth quarter.
WesBanco expects the purchase to be neutral to 2004 earnings, excluding
acquisition-related charges, and is anticipated to add over 1% to earnings per
share in 2005.
Investment advisors involved in the transaction were Keefe, Bruyette & Woods,
Inc., representing WesBanco, and Friedman, Billings, Ramsey & Co., Inc.
representing Western Ohio.
When the transaction is consummated, the combination of the two banking
companies will create a financial services company with approximately $3.9
billion in total assets and with 80 branch banking locations in three states.
From east to west, the transaction will expand WesBanco's franchise along the
Interstate 70 corridor from Washington, Pennsylvania to Dayton, Ohio.
Cornerstone's seven banking offices located in Clark, Greene and Montgomery
Counties will combine with WesBanco's 19 Ohio offices and add nearly 50% to its
deposit franchise in the state.
"We are looking forward to having Western Ohio's customers, employees and
communities join WesBanco. We believe that the combination of WesBanco's
products and services with Western Ohio's customer base will create powerful
synergies," said Paul M. Limbert, WesBanco President & CEO. "Continuity in
service and leadership are areas of particular interest and retaining key
employees and ties to the communities served by Western Ohio are extremely
important in our ability to effect a smooth transition for Western Ohio," he
continued.
"Central to WesBanco's acquisition strategy is pursuing quality banks in our own
markets and expanding into new markets that can provide long-term growth
potential," said Mr. Limbert. "This transaction presents us with an opportunity
to expand our Ohio market presence. The Dayton-Springfield market is a natural
extension in our growth westward in Ohio," Mr. Limbert said.
"We believe that our affiliation with WesBanco will benefit our shareholders,
customers and employees," said John W. Raisbeck, President & CEO, Western Ohio
Financial Corporation. "In our markets, supporting our local communities and
providing local decision-making will continue to differentiate us from many of
our major competitors. WesBanco shares our vision for the future," he continued.
"This marks the culmination of a process begun several months ago when our
financial advisor contacted potential acquirors about the possibility of
acquiring Western Ohio", Mr. Raisbeck continued. After reviewing bids received
and following consultation with its financial, legal and accounting advisors,
the Board of Western Ohio determined that the WesBanco offer was preferable for
Western Ohio's shareholders, customers, and employees."
Mr. Raisbeck added that WesBanco's extensive experience in trusts and
investments, commercial lending and technologically advanced banking systems
were important factors in
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determining the merger potential of the combined organization. "Western Ohio
operates in very attractive market areas and has a very strong management team
and capable staff. We have been undergoing a transition from a traditional
thrift to a community bank in recent years. As part of WesBanco, with its more
significant resources, we can now compete for larger commercial transactions and
offer trust and wealth management services. We look forward to providing our
customers all of the products that are offered by our major competitors while we
maintain our community bank orientation. By aligning ourselves with WesBanco, we
become a formidable competitor in the Dayton-Springfield market," Mr. Raisbeck
said.
As a result of the merger, it is anticipated that WesBanco will retain an
Advisory Board in the Springfield market and add one individual to its banking
subsidiary board from the Board of Western Ohio.
FORWARD-LOOKING STATEMENT
This press release contains certain forward-looking statements, including
certain plans, expectations, goals, and projections, and including statements
about the benefits of the merger between WesBanco and Western Ohio, which are
subject to numerous assumptions, risks, and uncertainties. Actual results could
differ materially from those contained or implied by such statements for a
variety of factors including: the businesses of WesBanco and Western Ohio may
not be integrated successfully or such integration may take longer to accomplish
than expected; the expected cost savings and any revenue synergies from the
merger may not be fully realized within the expected timeframes; disruption from
the merger may make it more difficult to maintain relationships with clients,
associates, or suppliers; the required governmental approvals of the merger may
not be obtained on the proposed terms and schedule; Western Ohio's stockholders
may not approve the merger; changes in economic conditions; movements in
interest rates; competitive pressures on product pricing and services; success
and timing of other business strategies; the nature, extent, and timing of
governmental actions and reforms; and extended disruption of vital
infrastructure; and other factors described in WesBanco's 2003 Annual Report on
Form 10-K, Western Ohio's 2003 Annual Report on Form 10-K, and documents
subsequently filed by WesBanco and Western Ohio with the Securities and Exchange
Commission. All forward-looking statements included in this news release are
based on information available at the time of the release. Neither WesBanco nor
Western Ohio assumes any obligation to update any forward-looking statement.
ADDITIONAL INFORMATION ABOUT THE MERGER
Shareholders of WesBanco and Western Ohio and other interested parties are urged
to read the proxy statement/prospectus that will be included in the Form S-4
registration statement that WesBanco will file with the SEC in connection with
the merger because it will contain important information about WesBanco, Western
Ohio, the merger and other related matters. A proxy statement/prospectus will be
mailed to shareholders of Western Ohio prior to their shareholder meeting, which
has not yet been scheduled. In addition, when the registration statement, which
will include the proxy statement/prospectus and other related documents are
filed by WesBanco with the SEC, they may be obtained for free at the SEC's
website at http://www.sec.gov, on the NASDAQ website at http://www.nasdaq.com
and from either the WesBanco or Western Ohio websites at http://www.wesbanco.com
or at http://www.cornerstone-online.com.
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Western Ohio and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Western
Ohio in connection with the proposed transaction. Information about directors
and executive officers of Western Ohio and their ownership of Western Ohio
common stock is set forth in the Annual Report on Form 10-K for its fiscal year
ended December 31, 2003, filed March 26, 2004. Additional information regarding
interests in the transaction of participants in the proxy solicitation may be
obtained by reading the proxy statement/prospectus regarding the proposed
transaction when it becomes available.
Any questions should be directed to Paul M. Limbert, Chief Executive Officer,
(304) 234-9206 or Robert H. Young, Chief Financial Officer, (304) 234-9447 of
WesBanco or John W. Raisbeck, President & CEO, (937) 327-1112 of Western Ohio.
ABOUT WESTERN OHIO
Western Ohio is a savings and loan holding company headquartered in Springfield,
Ohio. Western Ohio owns Cornerstone (the "Bank") and another subsidiary,
CornerstoneBanc Financial Services, Incorporated, which originates and purchases
mortgage loans outside of the Bank's normal lending area. The Bank's
predecessor, Springfield Savings Bank, was founded in 1884, and Western Ohio
completed its conversion from mutual to stock ownership in 1994. Western Ohio
changed the name of Springfield Federal to Cornerstone Bank in 1997 to recognize
the Company's growth beyond Springfield and its developing community bank
orientation. The Company serves its customers through its main office in
Springfield, Ohio and six branch offices in Enon, New Carlisle, Springfield,
Yellow Springs, Beavercreek and Centerville. The Company's common stock is
traded on the Nasdaq National Market under the symbol "WOFC".
ABOUT WESBANCO
WesBanco, Inc. is a $3.4 billion multi-state bank holding company headquartered
in Wheeling, West Virginia. Founded in 1870, WesBanco provides innovative retail
and commercial, trust, investment and insurance products and services. WesBanco
also offers retail and commercial financial services online at www.wesbanco.com
and www.wesmark.funds.com and through WesBancoLine, its 24-hour telephone
banking service. With the July 2004 completion of its Trinity Point Shopping
Center location in Washington, Pennsylvania, WesBanco will operate through 73
banking offices and 106 ATMs in West Virginia, central and eastern Ohio and
western Pennsylvania. WesBanco is the second largest bank holding company
headquartered in West Virginia with the third overall deposit market share. Its
banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West
Virginia. In addition, WesBanco operates an insurance brokerage company,
WesBanco Insurance Services, Inc. and a full service broker/dealer, WesBanco
Securities, Inc. that also operates Mountaineer Securities, WesBanco's discount
brokerage operation.
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