NATIONAL PENN BANCSHARES, INC.
NEWS RELEASE
FOR RELEASE: Immediate
CONTACT:
Wayne R. Weidner, President, National Penn Bank -
(610) 369-6282
Glenn E. Moyer, President, Elverson National Bank -
(610) 286-8219
NATIONAL PENN BANCSHARES TO ACQUIRE ELVERSON NATIONAL BANK
BOYERTOWN, PA...National Penn Bancshares, Inc. ("National Penn"),
(NASDAQ/NMS:NPBC), parent company of National Penn Bank, and Elverson National
Bank ("ELVN") announced today the execution of a definitive agreement for
National Penn Bancshares to acquire Elverson National Bank. Elverson National
Bank is a $300 million bank headquartered in Elverson, Pennsylvania operating
nine community offices in Chester, Berks, and Lancaster Counties. The joint
announcement was made today by Lawrence T. Jilk, Jr., Chairman and Chief
Executive Officer, and Wayne R. Weidner, President, of National Penn and Joseph
A. Rigg, Chairman, and Glenn E. Moyer, President and Chief Executive Officer, of
Elverson National Bank.
The basic terms of the Agreement call for the tax-free exchange of 1.175
shares of National Penn common stock for each share of Elverson common stock.
Based on the $33.625 per share closing price of National Penn common stock on
July 17, 1998, the value per share of Elverson National Bank is $39.51. This
price equates to 30.10 times Elverson's estimated trailing twelve months
earnings, and a multiple of 3.77 times Elverson's tangible book value as of June
30, 1998.
A 5-for-4 split of National Penn Bancshares common stock is currently
pending and will be completed on July 31. Upon its completion, the Agreement
provides for proportionate adjustment of all the exchange ratio provisions so as
to preserve the same economic terms as at present.
As of June 30, 1998, Elverson had 2,597,995 million shares of Common Stock
outstanding and options for approximately 44,424 additional shares.
Upon completion of the merger, Elverson National Bank will retain its name
and operate as a division of National Penn Bank. Elverson's present directors
will be appointed to the divisional board of directors. Two members of the
Elverson Board will be mutually selected to become directors of National Penn
Bancshares and National Penn Bank. Elverson's President and CEO, Glenn
Moyer, will become President of the Elverson National Bank Division and
President of the Berks County and Montgomery County regions of National Penn
Bank. He will also be an Executive Vice President of National Penn Bank with
additional corporate responsibilities and will be a member of the Bank's
Executive Management, Asset/Liability, and Loan Committees.
National Penn Bancshares will have assets of $2 billion following the
acquisition which is subject to regulatory approval, as well as approval of
shareholders of Elverson National Bank and National Penn Bancshares. National
Penn anticipates that the transaction will close in either late fourth quarter
of 1998 or the first quarter of 1999, and will be accounted for as a pooling of
interests. Effective immediately, National Penn Bancshares has rescinded its
existing authorization to repurchase its common stock, which authorized the
repurchase of up to 530,000 shares (or 662,500 shares when adjusted for the
stock split). During 1998, National Penn Bancshares has repurchased
approximately 233,267 shares under the authorization (or approximately 291,584
on a post-split basis).
The merger is expected to be accretive to National Penn earnings in the
second 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 8-K filing with the Securities and Exchange Commission.
"The addition of Elverson is highly complementary to National Penn's
existing franchise and will provide an excellent opportunity to increase our
marketshare in Chester County, southern Berks County and eastern Lancaster
County," said Wayne R. Weidner, president of National Penn Bancshares.
Elverson's longevity in Chester County and deep-seated commitment to be aware of
customers' needs, is a natural fit with National Penn Bank's philosophy.
National Penn Bank's existing Chester County retail delivery system (excluding
Phoenixville), as well as its commercial lending office, will be combined with
and marketed as Elverson National Bank, a division of National Penn Bank. Mr.
Weidner continued, "We have been serving the Chester County market for over 10
years with a full-service loan office and several branch offices. Chester County
continues to be a fast- growing, very appealing region and this acquisition will
enable us to aggressively expand our market presence."
Elverson's President, Glenn Moyer, said "the affiliation with National Penn
offers us an expanded opportunity to enhance our product offerings, services,
and delivery channels to both current and prospective customers. Positioning
Elverson as a division of National Penn Bank will provide our customers with the
continued benefit of a community bank philosophy, which has made us an
outstanding performer. The expanded services and products available through this
affiliation will enable us to increase the expansion of our customer base in
many respects. The increased level of total resources of the merged companies
will enable the Elverson franchise to better service small and large business
customers, as well as individual consumers, by immediately adding electronic
banking services, trust services and commercial cash management products. We
have gained an excellent reputation for our willingness to serve the local
community with competitive products while enhancing the quality of life in the
markets we service," stated Moyer.
National Penn Bancshares currently operates 52 offices in southeastern
Pennsylvania through its subsidiary National Penn Bank, and its divisional
banks, 1st Main Line Bank, Chestnut Hill National Bank, and National Asian Bank.
Investors Trust Company, a subsidiary of National Penn Bancshares, provides full
service fiduciary services. National Penn Bancshares expects to open a full
service broker/dealer firm, Penn Securities, Inc., a new subsidiary, and to
begin offering insurance products through Link Financial Services, Inc., also a
new subsidiary, in the near future.
National Penn Bancshares common stock is traded on the Nasdaq Stock Market
under the symbol "NPBC."
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