WHEELING, W.Va., and JACKSON, Ohio, Nov. 19 /PRNewswire-FirstCall/ --
WesBanco, Inc. (Nasdaq: WSBC) ("WesBanco") and Oak Hill Financial, Inc.
(Nasdaq: OAKF) ("Oak Hill") jointly announced today shareholder approval of
WesBanco's acquisition of Oak Hill. James C. Gardill, Chairman of the Board
and Paul M. Limbert, President & CEO of WesBanco, and John D. Kidd, Chairman
of the Board, and Ralph E. Coffman, Jr., President & CEO of Oak Hill, made the
joint announcement.
The merger, which was previously announced on July 20, 2007 and recently
approved by both the Federal Reserve Bank of Cleveland and the Division of
Financial Institutions of the State of Ohio, was approved on November 16, 2007
by the shareholders of both WesBanco, Inc. and Oak Hill Financial, Inc. in
separate meetings. The merger is scheduled to be consummated on November 30,
2007, subject to customary closing conditions. Under the terms of the
Agreement and Plan of Merger, WesBanco will exchange a combination of its
common stock and cash for Oak Hill common stock.
Upon consummation, the combination of the two banking companies will
create a bank with approximately $5.3 billion in total assets providing
banking services through 114 locations and 152 ATMs in three states.
As a result of the merger, joining the WesBanco Board of Directors as of
November 30, 2007 will be Oak Hill Directors John D. Kidd, Donald P. Wood, D.
Bruce Knox and Neil S. Strawser. Mr. Kidd, who was Chairman of the Board of
Oak Hill, will serve as Vice Chairman of the WesBanco Board.
Oak Hill shareholders wishing to make an election regarding the
consideration they would like to receive for their Oak Hill shares must
deliver to Computershare Trust Co., Inc., the exchange agent, properly
completed Election Forms and Letters of Transmittal, together with their stock
certificates or properly completed notices of guaranteed delivery, by 5:00
P.M., E.S.T., on Tuesday, November 27, 2007, the election deadline. Oak Hill
shareholders may elect cash, shares of WesBanco common stock or a combination
of the two for their Oak Hill shares. All elections are subject to adjustment
to ensure that 90% of the outstanding shares of Oak Hill common stock will be
converted into the right to receive shares of WesBanco common stock, and the
remaining shares of Oak Hill common stock will be converted into the right to
receive cash. As a result, an Oak Hill shareholder may not receive the exact
form of consideration elected, and the ability of an Oak Hill shareholder to
receive the form of consideration elected will depend on the elections made by
other Oak Hill shareholders.
New Markets Tax Credit Allocation
Oak Hill Financial, Inc. also announced that Oak Hill Banks Community
Development Corp. (OHBCDC), a wholly owned subsidiary, has been selected for
the second time to receive allocations of New Markets Tax Credits (NMTC).
Administered by the Community Development Financial Institutions Fund of
the U.S. Department of the Treasury, the NMTC program is aimed at stimulating
economic and community development and job creation in low-income communities.
The program provides tax credits to investors who make qualified equity
investments in privately managed investment vehicles called "community
development entities" (CDEs).
In Oak Hill's case, the company's primary subsidiary, Oak Hill Banks, will
invest up to $40 million in OHBCDC. In return, Oak Hill Banks will be
eligible to earn tax credits equal to 39% of the amount invested, or
approximately $15.6 million, over the next seven years.
OHBCDC will utilize its NMTC allocation to provide loans to businesses
located in eleven Appalachian counties in rural southern Ohio. It will also
provide financial counseling as part of the lending process and through a
formal program of community business workshops. The NMTC allocation will
allow OHBCDC to provide short-term and long-term loans to a variety of
businesses.
Pending Sale of Oak Hill's Bank Loans
In connection with the merger of Oak Hill Banks into WesBanco, Oak Hill
agreed to use commercially reasonable efforts to enter into contracts for the
sale of approximately $50 million of loans and other non-performing assets.
It is anticipated that this condition will be met and substantial progress has
been made in achieving the sale of the identified loans.
About WesBanco
WesBanco is a multi-state bank holding company with total assets of
approximately $4.0 billion, operating through 78 banking offices, one loan
production office, and 111 ATMs in West Virginia, Ohio, and Pennsylvania.
WesBanco's banking subsidiary is WesBanco Bank, Inc., headquartered in
Wheeling, West Virginia. In addition, WesBanco operates an insurance
brokerage company, WesBanco Insurance Services, Inc., and a full service
broker/dealer, WesBanco Securities, Inc. that also operates Mountaineer
Securities, WesBanco's discount brokerage operation.
About Oak Hill
Oak Hill Financial is a financial holding company headquartered in
Jackson, Ohio. Its subsidiary, Oak Hill Banks, operates 36 full-service
banking offices and one bank loan production office in 15 counties across
southern and central Ohio. A second subsidiary, Oak Hill Financial Insurance
Agency, provides group health plans, benefits administration, and other
insurance services to business and public-sector organizations throughout the
same region. The company also holds 49% of Oak Hill Title Agency, LLC, which
provides title services for commercial and residential real estate
transactions.
Forward-Looking Statement
This press release contains certain forward-looking statements, including
certain plans, expectations, goals, and projections, and including statements
about the anticipated closing of the merger between WesBanco and Oak Hill, Oak
Hill's New Markets Tax Credit Allocation, and the pending sale of certain Oak
Hill's bank loans in connection with the merger, which are subject to numerous
assumptions, risks, and uncertainties. Actual results could differ materially
from those contained or implied by such statements for a variety of factors
including those described in WesBanco's 2006 Annual Report on Form 10-K, Oak
Hill's 2006 Annual Report on Form 10-K, and documents subsequently filed by
WesBanco and Oak Hill with the Securities and Exchange Commission, including
both companies' Form 10-Q's as of September 30, 2007. All forward-looking
statements included in this news release are based on information available at
the time of the release. Neither WesBanco nor Oak Hill assumes any obligation
to update any forward-looking statement.
SOURCE WesBanco, Inc.
Contact: Paul M. Limbert, President & CEO of WesBanco, Inc., +1-304-234- 9206; or John D. Kidd, Chairman of Oak Hill Financial, Inc., +1-740-286-3283