WINSTON-SALEM, N.C.,
April 6, 2016 /PRNewswire/ --
BB&T Corporation (NYSE: BBT) today announced the results of
elections made by shareholders of National Penn Bancshares, Inc.
(NASDAQ: NPBC) as to the form of merger consideration they desired
to receive, and related allocation and proration results, in
connection with the merger of National Penn with and into BB&T
(the merger). The merger became effective on April 1, 2016. The merger was completed pursuant
to the agreement and plan of merger (the merger agreement), dated
as of Aug. 17, 2015.
In accordance with the merger agreement and election materials
previously mailed to holders of National Penn common stock,
National Penn shareholders were permitted to make an election to
receive for their shares of National Penn common stock either
$13.00 in cash without interest (the
cash consideration) or 0.3206 of a share of BB&T common stock,
plus cash in lieu of any fractional BB&T common stock (the
stock consideration). Based on the terms of the merger agreement,
the aggregate consideration to be paid in the merger was subject to
proration and allocation procedures to ensure that 70 percent of
the shares of National Penn common stock outstanding immediately
prior to the completion of the merger were exchanged for the stock
consideration and that the remaining 30 percent of the shares of
National Penn common stock outstanding immediately prior to the
completion of the merger were to be exchanged for the cash
consideration, including, in each case, shares of National Penn
common stock subject to National Penn restricted stock awards,
National Penn restricted stock unit awards and National Penn
settled deferred stock unit awards.
The election deadline was 5 p.m.,
ET, March 30, 2016. Based on
the 141,495,680 shares of National Penn common stock (including
shares of National Penn common stock subject to National Penn
restricted stock awards, National Penn restricted stock unit awards
and National Penn settled deferred stock unit awards) outstanding
immediately prior to the merger, the revised final election results
are as follows:
- the holders of approximately 16,172,870 shares of National Penn
common stock (approximately 11.43 percent of outstanding shares)
validly elected to receive the stock consideration;
- the holders of approximately 107,234,491 shares of National
Penn common stock (approximately 75.79 percent of outstanding
shares) validly elected to receive the cash consideration; and
- the holders of approximately 18,088,319 shares of National Penn
common stock (approximately 12.78 percent of outstanding shares)
did not make a valid election.
Applying the allocation and proration procedures specified in
the merger agreement to these election results:
- National Penn shareholders who made a valid election to receive
the stock consideration for their shares of National Penn common
stock will receive only the stock consideration.
- National Penn shareholders who made a valid election to receive
the cash consideration for their shares of National Penn common
stock will receive a combination of cash and BB&T common stock.
For these shareholders, approximately 39.58 percent of their shares
will convert into the cash consideration and approximately 60.42
percent of their shares will convert into the stock
consideration.
- National Penn shareholders who did not make a valid election
will receive only the stock consideration.
Cash in lieu of a fractional share of BB&T common stock will
be paid based on a price of $33.47
per share of BB&T common stock.
National Penn shareholders who did not make a valid election
will receive a letter of transmittal to surrender their National
Penn stock certificates, if applicable, in exchange for the merger
consideration each shareholder is entitled to receive. National
Penn shareholders with questions regarding their individual
election results should contact the information agent for the
transaction, Georgeson Inc., at 877-278-4775 (toll-free).
About BB&T
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, as of Dec. 31, 2015.
Based in Winston-Salem, N.C., the
company operates 2,265 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.
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SOURCE BB&T Corporation