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Investor Relation - Mergers & Acquisitions

Investor Relation

Mergers & Acquisitions

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Deal Overview

Buyer:
WesBanco, Inc.
Actual Acquirer:
WesBanco Bank
Target:
Winton Financial Corporation
Deal Type:
Bank & Thrift Company
Agreement Date:
8/25/2004
Announcement Date:
8/25/2004
Announced Deal Value ($ M):
103.18
Status:
Completed
Completion Date:
1/3/2005
Announced Deal Value Per Share ($ )
20.89

Consideration Breakout
Cash ($M) 41.0
Common Stock ($M) 72.1
Common Stock Issued 2,297,000

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 209.3 229.2
Price / Tangible Book (%) 209.6 229.3
Price / Earnings (x) 21.3 22.6
Price / Deposits (%) 28.09 31.01
Price / Assets (%) 18.63 20.50
Tangible Book Premium/ Deposits (%) 20.90 23.85
Deal Terms
Description of Consideration

WesBanco paid $20.75 in cash or issued 0.755 share to acquire each outstanding share of Winton, subject to 40% of Winton shares being exchanged for cash.

Accounting Method Purchase
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 64,300
Estimated Cost Savings (%) 20.00
Estimated Cost Savings ($ 000) 2,400
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 3,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.755000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 2,900
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Keefe Bruyette & Woods Inc.
Seller Yes B. Riley FBR Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Kirkpatrick & Lockhart
Seller Yes Vorys Sater Seymour and Pease

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