WesBanco, Inc. (Nasdaq: WSBC) and First Sentry Bancshares, Inc. (OTC Pink: FTSB) jointly announced today that they have executed a definitive Agreement and Plan of Merger providing for the merger of First Sentry with and into WesBanco. James C. Gardill, Chairman of the Board, and Todd F. Clossin, President and CEO, of WesBanco and Robert H. Beymer, Chairman of the Board, and Geoffrey S. Sheils, President and CEO, of First Sentry, made the joint announcement.
Under the terms of the Agreement and Plan of Merger, which has been approved by the board of directors of both companies, WesBanco will exchange shares of its common stock for First Sentry common stock, in an all-stock transaction. First Sentry shareholders will be entitled to receive 1.5869 shares of WesBanco common stock for each share of First Sentry common stock for a total value of approximately $64.00 per share or $101.4 million (including options) based on the 15-day average closing price of WesBanco common stock ending on November 9, 2017 of $40.33. The merger is expected to qualify as a tax-free reorganization.
"We look forward to providing the customers of First Sentry with a broader array of banking services, including expanded commercial and mortgage lending capabilities as well as trust and wealth management services," said Todd F. Clossin, President and Chief Executive Officer of WesBanco. "First Sentry's commercial lending focus and solid credit quality matches well with WesBanco's strengths and strategies, and will enhance our position in the attractive Huntington, WV MSA, as well as nicely bridging our existing Charleston, WV and southeastern Ohio markets."
"First Sentry is an outstanding community-based financial institution with a strong management team that shares our commitment to client service and community banking. We are pleased to be able to partner with them to help provide continuing value to the community," said James C. Gardill, WesBanco's Chairman of the Board.
Excluding certain one-time merger charges, the transaction should be approximately 2.2% accretive to 2018 earnings and 3.3% accretive to 2019 earnings. Estimated tangible book value dilution at closing of approximately 1.2% is expected to be earned back in approximately 2.5 years using the "cross-over" method, including estimated merger-related expenses of approximately $9.9 million. The acquisition is subject to the approvals of the appropriate banking regulatory authorities and the approval of the shareholders of First Sentry. The transaction is anticipated to be completed during the first or second quarter of 2018.
"We are excited about our merger with WesBanco as it will provide additional high quality products and services for our customers, as well as growth opportunities for our employees," said Geoffrey S. Sheils, First Sentry's President and CEO, who will join WesBanco as Market President upon completion of the merger. "WesBanco's nearly 150 year history as a community bank combined with its strong operating performance and demonstrated track record of merger success makes WesBanco the ideal partner for First Sentry Bank."
"Our partnership with WesBanco will be a great benefit to our clients, employees, and shareholders," said Robert H. Beymer, Chairman of the Board of First Sentry Bancshares. "In addition, I look forward to continuing my relationship as Chairman of the Huntington market advisory board for WesBanco, which will be comprised of my fellow First Sentry board members to ensure a smooth transition in the local market."
At September 30, 2017, WesBanco had consolidated assets of approximately $9.9 billion, deposits of $7.1 billion, loans of $6.4 billion, and shareholders' equity of $1.4 billion.
At September 30, 2017, First Sentry had consolidated assets of approximately $666 million, deposits of $527 million, loans of $455 million, and shareholders' equity of $52 million.
All of the directors and executive officers of First Sentry have entered into voting agreements with WesBanco pursuant to which they have agreed to vote their shares in favor of the transaction. The approximate four to six month time period leading to the consummation of the merger has officials of both organizations optimistic that organizing around customer service and product delivery can be accomplished with as little employee disruption as possible.
Financial advisors involved in the transaction were D.A. Davidson & Co., representing WesBanco, and Sandler O'Neill & Partners, L.P., representing First Sentry.
Legal representations in the transaction include Phillips Gardill Kaiser & Altmeyer PLC and K&L Gates LLP for WesBanco, and Bowles Rice LLP for First Sentry.
About First Sentry:
First Sentry Bancshares, Inc. (www.firstsentry.com) is a bank holding company headquartered in Huntington, West Virginia and includes its wholly owned, state-chartered subsidiary bank, First Sentry Bank. The Company commenced operations on October 23, 1996, and currently operates five financial centers in West Virginia. The Bank is engaged primarily in the business of attracting deposits from the general public, and using those funds for the origination of commercial business and real estate loans, as well as secured consumer loans such as residential mortgages and home equity lines of credit. First Sentry's common stock currently trades on the OTC Markets Group Pink Open Market under the symbol "FTSB".
Founded in 1870, WesBanco, Inc. (www.wesbanco.com) is a multi-state, bank holding company with total assets of approximately $9.9 billion as of September 30, 2017. WesBanco is a diversified financial services institution, with a community bank at its core, built upon a strong legacy of credit and risk management. WesBanco has meaningful market share across its key geographies maintained by its commitment to dedicated customer service and solid fee-based businesses. It also provides wealth management services through a century-old trust and wealth management business, with $3.9 billionof assets under management, and serves as registered investment advisor to a proprietary mutual fund family, the WesMark Funds. WesBanco's banking subsidiary, WesBanco Bank, Inc., operates 172 financial centers in the states of Indiana, Kentucky, Ohio, Pennsylvania, and West Virginia. In addition, WesBanco operates an insurance agency, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc. WesBanco's common stock trades on the Nasdaq Global Select Market under the symbol "WSBC".