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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:
ESB Financial Corporation
Deal Type:
Bank & Thrift Company
Agreement Date:
10/29/2014
Announcement Date:
10/29/2014
Announced Deal Value ($ M):
357.64
Status:
Completed
Completion Date:
2/10/2015
Announced Deal Value Per Share ($ )
19.19

Consideration Breakout
Cash ($M) 31.9
Common Stock ($M) 290.9
Common Stock Issued 9,178,531

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 165.5 149.6
Price / Tangible Book (%) 207.4 185.6
Price / Earnings (x) 19.8 17.5
Price / Deposits (%) 26.75 26.22
Price / Assets (%) 18.38 17.14
Tangible Book Premium/ Deposits (%) 18.75 16.70
Deal Terms
Description of Consideration

WesBanco Inc. paid $1.76 per share in cash and exchanged 0.502 shares of its common stock for each outstanding share of ESB Financial Corp. WesBanco Inc. also assumed approximately $36.08 million of ESB Financial Corp.'s trust preferred securities.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 168,800
Estimated Cost Savings (%) 50.00
Estimated Cost Savings ($ 000) 15,149
Est. Restructuring Charges ($ 000) 25,700
Maximum Termination Fee ($ 000) 11,354.00
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.50
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) 5,346
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes B. Riley FBR Inc.
Seller Yes Mufson Howe Hunter & Co. LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Phillips Gardill Kaiser
Seller Yes Silver Freedman Taff & Tiernan

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