By Lisa Kerner
Charlotte, N.C., July 20 - WesBanco, Inc. will acquire Oak Hill Financial, Inc. in a cash and stock transaction valued at $201 million.
Under the companies' definitive agreement, Oak Hill shareholders will be entitled to receive either 1.256 shares of WesBanco common stock or cash in the amount of $38.00 for each share of Oak Hill common stock. The exchange is subject to an overall allocation of 90% stock and 10% cash, according to a company news release.
Both companies' boards of directors have approved the deal, which includes a $6 million termination fee. The transaction is expected to close late in the fourth quarter of 2007.
WesBanco expects Oak Hill board members John D. Kidd, Donald P. Wood, D. Bruce Knox and Neil S. Strawser to join its board. These members, along with a director emeritus of Oak Hill, have agreed to vote their shares in favor of the merger.
At June 30, Oak Hill had consolidated assets of $1.3 billion, deposits of $958 million, loans of $1.0 billion and shareholders' equity of $95 million; WesBanco reported consolidated assets of $4.0 billion, deposits of $3.0 billion, loans of $2.8 billion and shareholders' equity of $406 million. The combined company will provide banking services through 117 locations and 152 ATMs in three states.
WesBanco was advised by Keefe, Bruyette & Woods, Inc., while Oak Hill was represented by Stifel, Nicolaus & Co.
"Retaining key employees and ties to the communities served by Oak Hill will be extremely important in our ability to effect a smooth transition for Oak Hill customers," WesBanco president and chief executive officer Paul M. Limbert said in the release. "It is important that Oak Hill customers continue to be served by familiar faces in their markets."
Oak Hill is a financial holding company located in Jackson, Ohio.
WesBanco is a multi-state bank holding company based in Wheeling, W.Va.
| Acquirer: | WesBanco, Inc.
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| Target: | Oak Hill Financial, Inc.
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| Transaction total: | $201 million
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| Price per share: | 1.256 WesBanco shares or $38.00 in cash
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| Announcement date: | July 20
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| Termination fee: | $6 million
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| Expected closing: | Within six months
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| Stock price for acquirer: | Nasdaq: WSBC: $29.03 on July 19
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| Stock price for target: | Nasdaq: OAKF: $23.30 on July 19
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