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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, Inc.
Target:
Fidelity Bancorp, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
7/19/2012
Announcement Date:
7/19/2012
Announced Deal Value ($ M):
72.92
Status:
Completed
Completion Date:
11/30/2012
Announced Deal Value Per Share ($ )
23.13

Consideration Breakout
Cash ($M) 20.8
Common Stock ($M) 53.8
Common Stock Issued 2,538,460

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 156.8 146.3
Price / Tangible Book (%) 166.6 155.3
Price / Earnings (x) 56.4 NM
Price / Deposits (%) 15.47 15.01
Price / Assets (%) 10.95 10.69
Tangible Book Premium/ Deposits (%) 7.13 NA
Deal Terms
Description of Consideration

WesBanco Inc. paid $4.50 per share in cash and issued 0.8275 shares of its common stock for each outstanding share of Fidelity Bancorp Inc. In addition, WesBanco Inc. also repurchased $7.0 million TARP preferred shares from U.S. Department of the Treasury.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 38,791
Estimated Cost Savings (%) 35.00
Estimated Cost Savings ($ 000) 5,332
Est. Restructuring Charges ($ 000) 3,000
Maximum Termination Fee ($ 000) 3,200
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.827500
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) 4,674
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Macquarie Capital (USA) Inc.
Seller Yes Mufson Howe Hunter & Co. LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes K&L Gates LLP
Seller Yes Spidi & Fisch PC

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