WINSTON-SALEM, N.C., and
ALLENTOWN, Pa., Jan. 21, 2016 /PRNewswire/ -- BB&T
Corporation (NYSE: BBT) and National Penn Bancshares, Inc. (NASDAQ:
NPBC) today announced BB&T's merger with National Penn is
expected to close on or about April 1,
2016.
The deadline for holders of National Penn common stock and
certain National Penn equity awards to elect their preferred form
of consideration will be 5 p.m., ET,
on March 30, 2016, unless extended.
The election materials will be mailed beginning on or about
Feb. 29, 2016 to National Penn
security holders of record as of the business day immediately prior
to the mailing.
Election Details
As previously announced, holders of National Penn common stock and
certain National Penn equity awards may elect to receive, for each
of their shares of National Penn common stock, either (i)
$13.00 in cash, (ii) 0.3206 shares of
BB&T common stock, or (iii) a combination of cash and shares of
BB&T common stock. The cash and stock elections will be subject
to allocation and proration procedures, which are described in the
election materials, the proxy statement/prospectus and in the
Agreement and Plan of Merger, dated as of Aug. 17, 2015, by and between National Penn and
BB&T (the merger agreement). The allocation and proration
provisions in the merger agreement are designed to ensure that, on
an aggregate basis, approximately 70 percent of the shares of
National Penn common stock outstanding immediately prior to the
completion of the merger will be converted into BB&T common
stock, and approximately 30 percent of the shares of National Penn
common stock outstanding immediately prior to the completion of the
merger will be converted into cash.
As further described in the election materials, to make a valid
election, a properly completed election form and letter of
transmittal and any National Penn stock certificate(s), together
with any other required documents described in the election
materials, must be received by Computershare Trust Company, N.A.,
the exchange agent for the transaction, prior to the election
deadline. National Penn common shareholders who hold their shares
through a broker, bank, trustee or other nominee should follow the
instructions of such broker, bank, trustee or other nominee as to
the procedures for making elections and exchanging their shares of
National Penn common stock. National Penn security holders
should carefully read the proxy statement/prospectus for the
merger, the merger agreement and all the election materials
provided to them before making their elections.
Any security holders who do not make a proper election by the
election deadline will have no control over the type of
consideration they receive, and their shares of National Penn
common stock or equity awards may be exchanged for cash, shares of
BB&T common stock, or a combination of cash and shares of
BB&T common stock, depending on the valid elections of other
National Penn security holders and subject to the allocation and
proration procedures in the merger agreement.
National Penn security holders who have election procedure
questions, want up-to-date information on the election deadline or
wish to obtain copies of the election materials (once available)
may contact Georgeson Inc., the information agent for the election,
at 866-482-5026 from 9 a.m. to 11 p.m. ET
Monday to Friday, and Saturday noon
to 6 p.m. ET.
Electronic copies of the merger agreement and the proxy
statement/prospectus of National Penn and BB&T, dated
Oct. 23, 2015, (the proxy
statement/prospectus), as well as other filings containing
information about National Penn and BB&T, may be obtained at
the Securities and Exchange Commission's website, SEC.gov;
BB&T's website, BBT.com; and National Penn's website,
NationalPennBancshares.com. Copies of the merger agreement and the
proxy statement/prospectus are also available, free of charge, by
directing a request to either BB&T Corporation or National
Penn, as described below.
About BB&T
As of Dec. 31, 2015, BB&T is one
of the largest financial services holding companies in the U.S.
with $209.9 billion in assets and
market capitalization of $29.5
billion. Based in Winston-Salem,
N.C., the company operates 2,139 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. More
information about BB&T and its full line of products and
services is available at BBT.com.
About National Penn Bancshares, Inc.
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 and divisions
include its National Penn Investors Trust Company
division; Institutional Advisors LLC; and National Penn
Insurance Services Group Inc.
Please visit our website at NationalPennBancshares.com to see
our regularly posted material information.
Cautionary Statement Regarding Forward-Looking
Information
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 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: 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.
Important Additional Information and Where to Find It
In connection with the proposed merger, BB&T has filed with the
SEC a Registration Statement on Form S-4, as amended, that includes
a Proxy Statement of National Penn and a Prospectus of BB&T
(the proxy statement/prospectus), as well as other relevant
documents concerning the proposed transaction. SHAREHOLDERS OF
NATIONAL PENN ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER, 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 website (SEC.gov). You may also obtain
these documents, free of charge, from BB&T at 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 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, NC
27104, Attention: Shareholder Services, Telephone: 336-733-3065, or
to National Penn Bancshares, Inc., 645 Hamilton St., Suite 1100,
Allentown, PA 18101, Attention:
Shareholder Services, Telephone: 610-861-3983.
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SOURCE BB&T Corporation