National Penn Bancshares, Inc.
Immediate
Wayne R. Weidner, Chairman & CEO, National Penn Bank - 610-369-6282
William K. Poole, President & CEO, HomeTowne Heritage Bank - 717-291-9100
Extension 222
NATIONAL PENN BANK AND HOMETOWNE HERITAGE BANK TO COMBINE
BOYERTOWN, PA, May 1, 2003. . . National Penn Bancshares, Inc.
("National Penn") (Nasdaq: NPBC), parent company of National Penn Bank, and
HomeTowne Heritage Bank announced the execution of a definitive agreement for
HomeTowne Heritage Bank to merge with National Penn Bank. HomeTowne Heritage is
a $142 million bank headquartered in Intercourse, Pennsylvania, operating three
community offices in Lancaster County. The joint announcement was made today by
Wayne R. Weidner, Chairman and Chief Executive Officer of National Penn Bank,
and William K. Poole, President and Chief Executive Officer of HomeTowne
Heritage Bank.
The basic terms of the Agreement call for the payment of $13.697 in
cash for each share of HomeTowne Heritage Bank common stock. As of April 30,
2003, HomeTowne Heritage Bank had 2,745,192 shares of Common Stock outstanding.
Options for 984,332 shares of HomeTowne Heritage Bank common stock will be
exchanged for options for National Penn common stock.
Upon completion of the merger, HomeTowne Heritage Bank will retain its
name and operate as a division of National Penn Bank, and immediately expand to
include National Penn Bank's community office located in New Holland,
Pennsylvania. Additional community offices within Lancaster County are planned.
HomeTowne Heritage Bank's present directors will be appointed to a new
HomeTowne Heritage Bank divisional board of directors. The current Chairman of
the HomeTowne Heritage Bank Board, Leslie K. Witmer will become a director of
National Penn Bank. In addition, Mr. Witmer will serve as Chairman of the
HomeTowne Heritage Bank divisional board of directors. HomeTowne Heritage Bank's
President and CEO, William K. Poole, will become President and CEO of the
HomeTowne Heritage Bank Division.
The merger is subject to regulatory approval, as well as approval of
shareholders of HomeTowne Heritage Bank. National Penn anticipates that the
transaction will close in the fourth quarter of 2003.
The merger is expected to be accretive to National Penn earnings by the
end of the first year. As with any earnings estimate, there are factors that
could cause the actual results to differ materially, such as the factors
discussed in National Penn's filings with the Securities and Exchange
Commission.
"HomeTowne Heritage Bank has attained a very impressive record over the
past four years. The addition of HomeTowne Heritage Bank is highly complementary
to National Penn's existing franchise and will provide an excellent opportunity
to increase our market-share in Lancaster County," said Wayne R. Weidner,
Chairman and CEO of National Penn Bancshares. "HomeTowne Heritage Bank's
presence in Lancaster County and deep-seated commitment to awareness of
customers' needs is a natural fit with National Penn Bank's philosophy." Mr.
Weidner continued, "We share the same vision and the values."
HomeTowne Heritage Bank President, William K. Poole, said "We are very
enthusiastic about the partnership with National Penn Bank. National Penn has a
longstanding reputation for honesty, integrity, and performance. Their support
will make it possible for us to readily expand our efforts to serve the business
and agricultural community of Lancaster County. Our affiliation with National
Penn, particularly the resources that National Penn brings to the table, will
strengthen our ability to fully meet the credit needs of our customers."
"We have earned an excellent reputation for our willingness to serve
the local community with simple, yet competitive products. We place a great deal
of emphasis on the relationships forged by our team of dedicated bankers. The
affiliation with National Penn brings increased opportunities to enhance these
relationships through additional product offerings, services, and delivery
channels to both current and prospective customers. Positioning HomeTowne
Heritage Bank as a division of National Penn Bank will provide our customers
with the continued benefits of a community bank philosophy, an ingredient key to
our early success and certainly one that is key to our future success," stated
Poole.
Boenning & Scattergood, Inc. served as financial advisor to National
Penn, and Griffin Financial Group LLC served as financial advisor to HomeTowne
Heritage Bank. Ellsworth, Carlton, Mixell & Waldman, P.C. provided legal counsel
for National Penn, and Stevens & Lee, P.C. provided legal counsel for HomeTowne
Heritage Bank.
National Penn Bancshares, Inc. (Nasdaq: NPBC) is a $3.3 billion
financial services company headquartered in Boyertown, PA. National Penn
currently operates 65 community offices in southeastern Pennsylvania through
National Penn Bank, including its FirstService Bank Division, and two community
offices in southeastern Pennsylvania through Panasia Bank N.A.
Panasia Bank N.A. also operates four community offices in the northern New
Jersey marketplace and one office in Annandale, Virginia. Trust and investment
management services are provided through Investors Trust Company; brokerage
services are provided through Penn Securities, Inc.; mortgage banking activities
are provided through Penn 1st Financial Services, Inc.; equipment leasing
services are provided through National Penn Leasing Company; and insurance
products are provided through FirstService Insurance Agency, Inc. 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 National Penn's Web site at www.nationalpennbancshares.com.
This press release contains forward-looking statements concerning
future events. Actual results could differ materially due to the following risks
and uncertainties -- deteriorating economic conditions; increased competition;
interest rate movements; market volatility in the securities markets;
legislative or regulatory developments; merger-related synergies, savings and
integration issues; technological changes; and other risks and uncertainties
discussed in National Penn's reports filed from time to time with the Securities
and Exchange Commission. National Penn cautions readers not to place undue
reliance on these statements. National Penn undertakes no obligation to publicly
release or update any of these statements.