As per the merger plan signed, WesBanco will exchange a combination of its common stock and cash for Fidelity common stock and Fidelity shareholders will receive 0.8275 shares of WesBanco common stock and cash in the amount of $4.50 per share for each share of Fidelity common stock.
The exchange will be executed on the average closing price of WesBanco over the 15 day period prior to deal and WesBanco believes that the combination to be accretive to 2013 earnings per share, excluding merger-related expenses, the acquirer said.
The deal has already been approved by the directors of both companies, and will complete after receiving approval from the regulatory bodies.
WesBanco chairman of the board James Gardill said, "Fidelity’s branches are strategically located in areas that add to WesBanco’s branches in Western Pennsylvania.
"Furthermore, this merger provides approximately $550 million of deposits in the Western Pennsylvania market."
As of 31 March, 2012, WesBanco had consolidated assets of $5.6bn, deposits of $4.5bn, loans of $3.2bn and shareholders’ equity of $642m, while Fidelity had consolidated assets of $666m, deposits of $471m, loans of $341m and shareholders’ equity of $52m.
The consolidation of both banking firms will set up a bank with nearly $6.3bn in total assets ofering banking services through 125 locations and 120 ATM’s in three states.
Under the terms of the agreement, WesBanco will absorb Richard Spencer to its board, the US bank said.
Macquarie Capital (USA) offered investment advice to WesBanco, while Mufson Howe Hunter & Company provided investment advice to Fidelity.
