By Lisa Kerner
Charlotte, N.C., Sept. 7 - National Penn Bancshares, Inc. and KNBT Bancorp agreed to merge in a transaction valued at some $464.4 million, or $17.31 per KNBT share, to create the fifth-largest Pennsylvania-based bank holding company based on total assets.
Each share of KNBT common stock will be exchanged for 1.00 share of National Penn common stock. The per-share price will increase to 1.03 shares of National Penn common stock following a 3% stock dividend to be paid on Sept. 28.
Both companies' boards of directors have unanimously approved the transaction, which is slated to close late in the first quarter of 2008. A $20 million termination fee payable by KNBT is included in the merger agreement.
KNBT will merge with and into National Penn, with National Penn being the surviving entity based in Boyertown, Pa.
The names of KNBT and its Keystone Nazareth Bank & Trust Co. subsidiary will be kept in the six Pennsylvania counties where KNBT currently operates, and National Penn community offices in Lehigh and Northampton counties will be rebranded under the KNBT name.
Glenn E. Moyer, president and chief executive officer of National Penn Bancshares and chairman of National Penn Bank, will continue in those positions in the new company following the merger. Scott V. Fainor, president and CEO of KNBT, will become senior executive vice president and chief operating officer of National Penn Bancshares and president and CEO of National Penn Bank. Wayne R. Weidner will continue as chairman of National Penn, and Jeffrey P. Feather, chairman of the KNBT board, will become vice chairman of the National Penn board. The new National Penn board of directors will include 10 current National Penn directors and 5 current KNBT directors.
"With this merger, we expect to create a new force in Pennsylvania-based financial services," Moyer said in a company news release.
"The combined organization will be better positioned to deal with the challenges facing our industry and will boast a depth and quality of management found only in much larger organizations."
National Penn was advised by Reed Smith LLP and received a fairness opinion from Janney Montgomery Scott LLC. KNBT was advised by Elias, Matz, Tiernan & Herrick LLP and received a fairness opinion from Sandler O'Neill + Partners, LP.
National Penn is a financial services company with $5.62 billion in assets and 81 offices in Pennsylvania.
Bethlehem, Pa.-based KNBT is a financial services company with $2.9 billion in assets and the parent bank holding company for Keystone Nazareth Bank & Trust.
| Acquirer: | National Penn Bancshares, Inc.
|
| Target: | KNBT Bancorp
|
| Transaction total: | $464.4 million
|
| Price per share: | One National Penn share for each KNBT share
|
| Termination fee: | $20 million
|
| Announcement date: | Sept. 7
|
| Expected closing: | First quarter 2008
|
| Stock price for acquirer: | Nasdaq: NPBC: $16.81 on Sept. 6
|
| Stock price for target: | Nasdaq: KNBT: $14.37 on Sept. 6
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
