WINSTON-SALEM, N.C. and
ALLENTOWN, Pa., Aug. 17, 2015 /PRNewswire/ -- BB&T
Corporation (NYSE: BBT) and National Penn Bancshares, Inc. (NASDAQ:
NPBC) announced today the signing of a definitive agreement under
which BB&T will acquire National Penn in a cash and stock
transaction for total consideration valued at approximately
$1.8 billion. This acquisition will
significantly expand BB&T's footprint in the Mid-Atlantic
region and improve its deposit market share to #4 in
Pennsylvania.
National Penn, headquartered in Allentown, Pa., has $9.6 billion in assets, $6.7 billion in deposits and 124 banking offices
in Pennsylvania, New Jersey and Maryland.
"The acquisition of National Penn provides a tremendous
opportunity to strengthen our franchise in Pennsylvania and continue building the scale
necessary to operate efficiently and with high quality service,"
said BB&T Chairman and Chief Executive Officer Kelly S. King. "As the fourth largest bank in
the state, we will have a significant presence in these markets.
BB&T will have the breadth of market coverage combined with
excellent client service levels that will allow us to grow our
client base."
"National Penn is an attractive, well run company with strong
management. National Penn's culture, commitment to its
communities and business model are a strong fit with BB&T's,"
King said. "We are extremely excited to welcome our new
clients and associates to BB&T. National Penn's strong
reputation in these markets presents great opportunities for
BB&T to leverage our proven community banking
capabilities."
"I am very proud of the strong and consistent financial
performance delivered by the team members of National Penn," said
National Penn President and Chief Executive Officer Scott V. Fainor. "We believe partnering with a
high-quality company such as BB&T will continue to benefit our
shareholders, employees, customers and communities."
Fainor will be named group executive, with responsibility to
oversee multiple community banking regions with deposits in excess
of $30 billion in Pennsylvania and contiguous states. In
addition, BB&T plans to establish a fourth community banking
region for eastern Pennsylvania,
headquartered in Allentown, and
will name David B. Kennedy, National
Penn's chief banking officer, as the president of the region.
BB&T's focus on culture, associates, clients and communities
has and will continue to be a critical part of all acquisitions.
BB&T plans to continue National Penn's tradition of commitment
to its communities by creating a $5
million fund to support ongoing economic development in the
greater Lehigh Valley and
Berks County
communities.
Under the terms of the agreement, which was approved by the
board of directors of each company, merger consideration will be
approximately $1.8 billion consisting
of 70 percent BB&T common stock and 30 percent cash. National
Penn stockholders can elect to receive 0.3206 of a share of
BB&T common stock or $13.00 in
cash for each share of National Penn common stock, subject to
proration such that total consideration will consist of
approximately $550 million in cash
and approximately 31.6 million BB&T common shares. The
merger consideration is valued at $13.00 per share based on the average closing
price of BB&T over the 20 trading days ending on August 17, 2015.
BB&T expects to incur pre-tax merger and integration costs
of approximately $100 million and
expects to achieve annual cost savings of approximately
$65 million (approximately 30 percent
of National Penn's non-interest expenses). BB&T expects this
acquisition to be accretive to earnings per share in the first full
year excluding one-time charges and expects the transaction to
exceed its IRR hurdle.
This acquisition is subject to customary closing conditions
including regulatory approvals and approval by National Penn
shareholders. The transaction is expected to close in mid-2016.
Deutsche Bank Securities Inc. served as financial advisor to
BB&T. O'Melveny & Myers LLP served as legal counsel to
BB&T in this transaction.
Sandler O'Neill & Partners, L.P. served as financial advisor
to National Penn. Wachtell, Lipton, Rosen & Katz served as
legal counsel to National Penn in this transaction.
BB&T will post a presentation to its website discussing the
transaction. To access the presentation, go to BBT.com.
Conference Call Info
BB&T will host a conference call for investors at
8 a.m. ET on Aug. 18, 2015, to discuss the transaction. You
may participate in the conference by dialing 877-604-9668 and
entering the participant code 1695712. A presentation will be used
during the conference call and will be available on our website at
BBT.com. Replays of the conference call will be available for 30
days by dialing 888-203-1112 (access code 1695712).
About BB&T
BB&T is one of the largest
financial services holding companies in the U.S. with approximately
$210 billion in assets and market
capitalization of approximately $31.3
billion, as of August 17,
2015. Based in Winston-Salem,
N.C., the company operates 2,149 financial centers in 15
states and Washington, D.C., and
offers a full range of consumer and commercial banking, securities
brokerage, asset management, mortgage and insurance products and
services. A Fortune 500 company, BB&T is consistently
recognized for outstanding client satisfaction by the U.S. Small
Business Administration, Greenwich Associates and others. BB&T
has also been named one of the World's Strongest Banks by Bloomberg
Markets Magazine, one of the top three in the U.S. and in the top
15 globally. More information about BB&T and its full line of
products and services is available at BBT.com.
About National Penn
National Penn Bancshares, Inc.,
with approximately $9.6 billion in
assets, is a bank holding company headquartered in Allentown, Pa. National Penn Bank
operates 124 branch offices throughout Pennsylvania, New
Jersey and Maryland.
National Penn's financial services affiliates are National Penn
Wealth Management, NA, including its National Penn Investors Trust
Company division; Institutional Advisors LLC; and National Penn
Insurance Services Group, Inc.
National Penn Bancshares, Inc. common stock is traded on the
Nasdaq Stock Market under the symbol "NPBC". Please visit National
Penn's web site at NationalPennBancshares.com to see National
Penn's regularly posted material information.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
giving National Penn's and BB&T's expectations or predictions
of future financial or business performance or conditions.
Forward-looking statements are typically identified by words such
as "believe," "expect," "anticipate," "intend," "target,"
"estimate," "continue," "positions," "prospects" or "potential," by
future conditional verbs such as "will," "would," "should," "could"
or "may", or by variations of such words or by similar expressions.
These forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time.
Forward-looking statements speak only as of the date they are made
and we assume no duty to update forward-looking statements. Actual
results may differ materially from current projections.
In addition to factors previously disclosed in National Penn's
and BB&T's reports filed with the U.S. Securities and Exchange
Commission (the "SEC") and those identified elsewhere in this
document, the following factors among others, could cause actual
results to differ materially from forward-looking statements or
historical performance: ability to obtain regulatory approvals and
meet other closing conditions to the merger, including approval by
National Penn shareholders; delay in closing the merger;
difficulties and delays in integrating the National Penn business
or fully realizing cost savings and other benefits; business
disruption following the merger; changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth;
changes in interest rates and capital markets; inflation; customer
acceptance of BB&T products and services; customer borrowing,
repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and
timing of technological changes, capital management activities, and
other actions of the Federal Reserve Board and other legislative
and regulatory actions and reforms.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
Important Additional Information and Where to Find It
In connection with the proposed merger, BB&T will file with
the SEC a Registration Statement on Form S-4 that will include a
Proxy Statement of National Penn and a Prospectus of BB&T, as
well as other relevant documents concerning the proposed
transaction. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. SHAREHOLDERS OF NATIONAL PENN
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about BB&T and National Penn,
may be obtained at the SEC's Internet site (http://www.sec.gov).
You will also be able to obtain these documents, free of charge,
from BB&T at www.bbt.com under the heading "About BB&T" and
then under the heading "Investor Relations" and then under
"BB&T Corporation's SEC Filings" or from National Penn at
www.nationalpennbancshares.com under the heading "SEC Filings" and
then under "Documents". Copies of the Proxy Statement/Prospectus
can also be obtained, free of charge, by directing a request to
BB&T Corporation, 150 South Stratford Road, Suite 300,
Winston-Salem, North Carolina
27104, Attention: Shareholder Services, Telephone: (336) 733-3065
or to National Penn Bancshares, Inc., 645 Hamilton Street, Suite
1100, Allentown, PA 18101,
Attention: Shareholder Services, Telephone: (610) 861-3983.
National Penn and certain of its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of National Penn in connection with
the proposed merger. Information about the directors and executive
officers of National Penn and their ownership of National Penn
common stock is set forth in the proxy statement for National
Penn's 2015 annual meeting of shareholders, as filed with the SEC
on Schedule 14A on March 18, 2015.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed merger when it becomes
available. Free copies of this document may be obtained as
described in the preceding paragraph.
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SOURCE BB&T Corporation