WesBanco and Premier Financial Announce Merger

(Source: WesBanco, Inc. and Premier Financial Corp.)

WesBanco, Inc. (“WesBanco”) (NASDAQ: WSBC) and Premier Financial Corp. (“Premier”) (NASDAQ: PFC) jointly announced today that they have entered into a definitive Agreement and Plan of Merger (the “Agreement”) providing for the merger of Premier with WesBanco. Jeff Jackson, President and Chief Executive Officer of WesBanco, and Gary Small, President and Chief Executive Officer of Premier, made the joint announcement.

Under the terms of the Agreement, which was unanimously approved by the boards of directors of both companies, WesBanco will exchange shares of common stock for all of the outstanding shares of Premier common stock in an all-stock transaction. Premier shareholders will be entitled to receive 0.80 shares of WesBanco common stock for each share of Premier common stock held at the effective time of the merger, for total merger consideration valued at approximately $959 million, or $26.66 per share, based on the closing price of WesBanco stock of $33.32 on July 24, 2024. The transaction values ​​Premier at a price to tangible book value per share as of June 30, 2024 of 142% and a price to average analyst estimate of 2024 earnings per share of 12.9 times. The merger is expected to qualify as a tax-free reorganization.

WesBanco also announced today that it has entered into subscription agreements with investors to raise capital to support the merger, led by a $125 million investment from Wellington Management. Additional investors include Glendon Capital Management LP and Klaros Capital. A total of $200 million of WesBanco common shares will be issued. The capital raise is expected to close on August 1, 2024. The proceeds from the capital raise are expected to support the bank’s pro forma balance sheet and regulatory capital metrics.

Following the completion of the merger, it is expected that the shares issued to Premier shareholders will represent 30% of the outstanding shares of the combined company, the shares issued pursuant to the capital increase will represent 8% of the outstanding shares of the combined company, and 62% of the outstanding shares of the combined company will be held by existing WesBanco shareholders.

Jeff Jackson, WesBanco President and CEO, stated, “Today is an exciting day in WesBanco’s 155-year history as we announce our proposed merger with Premier and mark another milestone in our long-term growth strategy. This transformational merger will bring together two high-caliber institutions to create a community-focused, regional financial services partner that is strongly positioned to serve the unique needs of both our new and legacy communities. We are pleased to welcome Premier’s customers and employees to the WesBanco family and look forward to delivering exceptional customer experiences in our newest markets through a broader range of banking and wealth management services. WesBanco has built an outstanding reputation for reliability, profitability, customer service, an employer of choice and community development, as evidenced by numerous recent national recognitions. We look forward to extending our legacy through this merger and delivering even greater value to our customers, teams, communities and shareholders.”

With highly compatible cultures and business models, the proposed merger would create a regional financial services institution with approximately $27 billion in assets, significant economies of scale, and strong pro forma profitability metrics. With complementary and adjacent geographic footprints, the combined company would be 8^t Ohio’s largest bank by deposit market share, expanded its presence in Indiana and serves customers in nine states.

Excluding certain merger-related charges and a provision for credit losses related to the transaction, the transaction, with fully implemented cost savings, is expected to be more than 40% accretive to earnings in 2025. The estimated 13% dilution to the book value of fixed assets at closing is expected to be recovered in approximately 2.8 years using the cross-over method. The merger is subject to a number of customary conditions, including regulatory approvals and the approvals of WesBanco and Premier shareholders. The transaction is expected to close in the first quarter of 2025. Upon completion of the merger, four members of Premier’s current Board of Directors will be appointed to the WesBanco Board of Directors.

“The combination of WesBanco and Premier represents an excellent strategic fit. Both organizations value community banking, are culturally aligned and are focused on results,” said Gary Small, Premier’s president and CEO. “The expanded reach of the organizations will catalyze growth and increased investment in products and services that benefit all stakeholders: customers, associates, shareholders and the communities we serve.”

As of June 30, 2024, WesBanco had consolidated assets of approximately $18.1 billion, deposits of $13.4 billion, total loans of $12.3 billion, and shareholders’ equity of $2.5 billion.

As of June 30, 2024, Premier had total assets of approximately $8.8 billion, deposits of $7.2 billion, total loans of $6.8 billion, and equity of $1.0 billion.

Once the transaction is complete, WesBanco will have more than 250 financial centers, as well as loan production offices, in nine states. The transaction will expand WesBanco’s franchise to include 73 financial centers located primarily in northern Ohio, as well as southern Michigan and northeastern Indiana. Representatives from both organizations are optimistic that the customer service and product delivery arrangements can be implemented with minimal disruption to employees.

As a condition of WesBanco’s willingness to enter into the Agreement, all of Premier’s directors and executive officers have entered into voting agreements with WesBanco under which they have agreed to vote their shares in favor of the merger.

The financial advisors to the transaction were Raymond James & Associates, Inc., representing WesBanco, and Piper Sandler & Co., representing Premier. Raymond James & Associates, Inc. also served as the private placement agent.

The law firms representing the clients in the transaction are: Phillips, Gardill, Kaiser & Altmeyer, PLLC and K&L Gates LLP for WesBanco, Nelson Mullins Riley & Scarborough, LLP for Premier, Hunton Andrews Kurth LLP for Raymond James and Schulte Roth & Zabel LLP for Wellington Management.

About Premier Financial Corp.

Premier Financial Corp. (Nasdaq: PFC), headquartered in Defiance, Ohio, is the holding company of Premier Bank. Premier Bank, headquartered in Youngstown, Ohio, operates 73 branches and nine lending offices in Ohio, Michigan, Indiana and Pennsylvania, and serves clients through a team of wealth professionals dedicated to each community banking branch. For more information, visit the Premier website at www.PremierFinCorp.com.

About WesBanco, Inc.

With more than 150 years of experience as a community-focused, regional financial services partner, WesBanco Inc. (NASDAQ: WSBC) and its subsidiaries build lasting wealth through relationships and solutions that enable our clients to succeed on their financial journeys. Clients from eight states choose WesBanco for the comprehensive scope and personalized delivery of our retail and commercial banking solutions, as well as trust, brokerage, wealth management and insurance services designed to meet their financial goals. Through the strength of our teams, we leverage our deep banking capabilities and local focus to help every community we serve become a better place for people and businesses to thrive. Headquartered in Wheeling, West Virginia, WesBanco has $18.1 billion in total assets under management, with our Trust and Investment Services division having $5.6 billion in assets under management and securities account value (including annuities) through our broker/dealer as of June 30, 2024. Learn more at www.wesbanco.com and follow @WesBanco on Facebook, LinkedIn and Instagram.