PPFN get it below $52.50 and you have a winner:
S&T Bancorp, Inc. to Acquire Peoples Financial Corporation
S&T Bancorp, Inc. to Acquire Peoples Financial Corporation
INDIANA, Pa., March 20 /PRNewswire-FirstCall/ --
S&T Bancorp, Inc. (Nasdaq: STBA), the holding company for S&T Bank, and
Peoples Financial Corp., Inc. (OTC Bulletin Board: PPFN.OB), the holding
company for PFC Bank, announced jointly today that they have entered into a
definitive agreement under which S&T Bancorp and S&T Bank would acquire
Peoples Financial Corporation and PFC Bank, respectively. Under the terms of
the agreement, the shareholders of Peoples Financial Corporation will receive
$52.50 in cash for each share of Peoples Financial for an aggregate
transaction value of $87.4 million.
The definitive agreement was unanimously approved by the Boards of
Directors of both companies. The transaction is subject to all required
regulatory approvals, the approval by shareholders of Peoples and other
customary conditions. The transaction is expected to be completed by the end
of the third quarter of 2002. S&T Bancorp believes that the transaction will
be immediately accretive to earnings.
The announcement was made by James C. Miller, President and Chief
Executive Officer of S&T Bancorp, Inc. and R.B. Robertson, President and Chief
Executive Officer of Peoples Financial Corp., Inc.
Jim Miller stated, "We are very pleased to expand our franchise through a
combination with Peoples Financial Corporation. We have shared a focus on
community banking with PFC for many years, and anticipate continuing this
commitment to our communities while improving our ability to serve our
customers' needs. We are looking forward to our new relationship with
Peoples' directors, employees, stockholders and customers. We expect to
provide Peoples' customers with an expanded set of financial solutions while
maintaining the comfortable banking relationships they presently enjoy with
the staff of Peoples."
"We see a smooth transition ahead," added Robertson. "We know our
customers will benefit from the resources and broader product offerings
available from S&T Bank, and that our employees will also benefit from this
affiliation."
Headquartered in Indiana, PA, S&T Bancorp, Inc. operates 40 offices within
Allegheny, Armstrong, Clarion, Clearfield, Indiana, Jefferson and Westmoreland
counties. With assets of $2.4 billion, S&T Bancorp, Inc. stock trades on the
Nasdaq National Market System under the symbol STBA.
At December 31, 2001, Peoples Financial had total assets of $322 million,
deposits of $273 million, loans of $228 million, and shareholders' equity of
$41 million. Peoples operates exclusively in Pennsylvania with seven banking
offices in Armstrong, Butler, Clarion, and Indiana counties.
This information may contain forward-looking statements regarding future
financial performance which are not historical facts and which involve risks
and uncertainties. Actual results and performance could differ materially
from those anticipated by these forward-looking statements. Factors that
could cause such a difference include, but are not limited to, general
economic conditions, changes in interest rates, deposit flows, loan demand,
asset quality, including real estate and other collateral values, and
competition. This information should be read in conjunction with the audited
financial statements and analysis as presented in the Annual Report on Form
10-K for S&T Bancorp, Inc. and subsidiaries.
Peoples Financial will be filing a proxy statement and other relevant
documents concerning the merger with the Securities and Exchange Commission
(the "SEC"). SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors will be able to obtain the documents free of
charge at the SEC's website, www.sec.gov. In addition, documents filed with
the SEC by Peoples Financial will be available free of charge from the
Secretary of Peoples Financial at 363 Broad Street, P.O. Box 186, New
Bethlehem, Pennsylvania 16242-0186, telephone (814) 275-3133. READ THE PROXY
STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
Peoples Financial, its directors, executive officers and certain other
members of management may be deemed to be participants in the solicitation of
proxies to approve the merger. Information about the participants may be
obtained from Peoples Financial.
Transaction Summary
Purchase Price Per Share $52.50 in cash per PFC share
Aggregate Transaction Value $87.4 Million
Anticipated Closing Third Quarter 2002
Anticipated Restructuring
Charge $3.4 million, pre-tax
Anticipated Cost Savings 28% of PFC operating expenses
Due Diligence Completed (including credit, operations,
etc.)
Required Approvals Regulatory, PFC Shareholders
Strategic Rationale
Disciplined Geographic Expansion
-- Contiguous market expansion in Armstrong, Butler, Clarion and Indiana
counties
-- Enhance market share to 1st in Clarion (from 6th), 7th in Armstrong
(from 14th)
-- Consistency in markets and demographics
Financially Attractive
-- Immediately accretive to GAAP and cash earnings
-- No diminution of superior performance measures
-- Clearly identifiable expense savings
-- Leverage S&T capital base
Minimal Execution Risk
-- Consistency in credit culture and operating philosophies
-- Conservative synergy assumptions
PFC Profile*
-- $322 million bank holding company headquartered in Ford City, PA
-- 7 branches
-- Total deposits of $273 million
-- 66% of total loans are residential loans
-- ROAA of 1.69%
-- ROAE of 19.36%
-- NPLs / Total Loans of 0.15%
-- Net charge-off / Average Loans of 0.04%
* At or for the year ended December 31, 2001. |
