Company Website:
http://www.nationalpennbancshares.com
ALLENTOWN, Pa. -- (Business Wire)
National Penn Bancshares, Inc. (Nasdaq: NPBC) (“National Penn”)
announced that on October 24, 2014, it completed the acquisition of TF
Financial Corporation (“TF Financial”), parent company of 3rd
Fed Bank.
Scott V. Fainor, president and CEO, National Penn Bancshares, Inc. (Photo: Business Wire)
National Penn also announced the results of the cash/stock elections
made by shareholders of TF Financial. Under the terms of the merger
agreement, TF Financial shareholders were given the option to receive
either $42.00 in cash or 4.22 shares of National Penn stock, based on
their election. All elections were subject to the allocation and
proration procedures set forth in the merger agreement so that 40% of
the outstanding shares of TF Financial common stock immediately prior to
the merger were converted into the cash consideration and 60% of the
outstanding TF Financial shares were converted into the common stock
consideration.
The results of the elections made by TF Financial shareholders are as
follows:
Stock Elections: TF Financial shareholders
who made a stock election for their common shares will receive 4.22
shares of National Penn common stock for each of their TF Financial
stock election shares.
Cash Elections: Cash elections were
oversubscribed and therefore subject to the allocation and proration
procedures specified in the merger agreement. As a result, TF Financial
shareholders who made a cash election for their common shares, will
receive $42.00 in cash for 59.6173% of their shares and 4.22 shares of
National Penn common stock for 40.3827% of their shares.
No-Election Shares: TF Financial
shareholders who did not make a valid election will receive 4.22 shares
of National Penn common stock for each of their TF Financial common
shares.
Under the merger terms, cash will be issued in lieu of fractional shares.
Shareholders will be notified separately of their individual election
results. Please contact Computershare, the exchange agent, at
1.800.546.5141, for more information regarding individual election
results.
About National Penn Bancshares, Inc.
National Penn Bancshares, Inc., with approximately $9.4 billion in
assets, is a bank holding company headquartered in Allentown,
Pennsylvania. National Penn Bank operates 127 branch offices comprising
119 branches in Pennsylvania, seven branches in New Jersey, and one
branch in Maryland.
National Penn’s financial services affiliates are National Penn Wealth
Management, N.A., including its National Penn Investors Trust Company
division; Institutional Advisors LLC; and National Penn Insurance
Services Group, Inc., including its Higgins Insurance and Caruso
Benefits Group divisions.
National Penn Bancshares, Inc. common stock is traded on the Nasdaq
Stock Market under the symbol “NPBC”. Please visit our Web site at www.nationalpennbancshares.com
to see our regularly posted material information.
Cautionary Statement Regarding
Forward-Looking Information
This release contains forward-looking information about National Penn
Bancshares, Inc. that is intended to be covered by the safe harbor for
forward-looking statements provided by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements that are
not historical facts. These statements can be identified by the use of
forward-looking terminology such as “believe,” “expect,” “may,” “will,”
“should,’’ “project,” ”could,” “plan,’’ “goal,” “potential,” “pro
forma,” “seek,” “intend,’’ or “anticipate’’ or the negative thereof or
comparable terminology, and include discussions of strategy, financial
projections, guidance and estimates (including their underlying
assumptions), statements regarding plans, objectives, expectations or
consequences of announced transactions, and statements about the future
performance, operations, products and services of National Penn and its
subsidiaries. National Penn cautions readers not to place undue reliance
on these statements.
National Penn’s business and operations are subject to a variety of
risks, uncertainties and other factors. Consequently, actual results and
experience may materially differ from those contained in any
forward-looking statements. Such risks, uncertainties and other factors
that could cause actual results and experience to differ from those
projected include, but are not limited to, the following: difficult
conditions in the capital markets and the economy generally, regulatory
requirements or other actions mandated by National Penn’s regulators,
recent and ongoing changes to the state and federal regulatory schemes
under which National Penn and other financial services companies operate
(including the Dodd-Frank Act and regulations adopted or to be adopted
to implement that Act),delayed improvement in the credit quality
of loans, the effect of credit risk exposure, the ability to
strategically manage our capital position and to raise capital,
allowance for loan losses may prove inadequate, variations in interest
rates, unanticipated costs from our corporate relocation plan, the
geographic concentration of National Penn’s operations, declines in the
value of National Penn’s assets and the effect of any resulting
impairment charges, competition for personnel and from other financial
institutions, interruptions or breaches of National Penn’s security
systems, the development and maintenance of National Penn’s information
technology, potential dilution of National Penn’s shareholders, the
ability of National Penn and its subsidiaries to pay dividends, severe
weather and natural disasters, and the nature and frequency of
litigation and other similar proceedings to which National Penn may be a
party. Additional risks, uncertainties and other factors relating to the
acquisition of TF Financial Corporation include, but are not limited to:
expected benefits may not materialize in the timeframe expected or at
all, or may be more costly to achieve; the parties are unable to
successfully implement integration strategies; and diversion of
management time on merger-related issues. These risks and others are
described in greater detail in National Penn’s Annual Report on Form
10-K for the fiscal year ended December 31, 2013, as well as in National
Penn’s Quarterly Reports on Form 10-Q and other documents filed by
National Penn with the SEC after the date thereof. National Penn makes
no commitment to revise or update any forward-looking statements in
order to reflect events or circumstances occurring or existing after the
date any forward-looking statement is made.
Photos/Multimedia Gallery Available: http://www.businesswire.com/multimedia/home/20141024005919/en/
Contacts:
National Penn Bancshares, Inc.
Media Contact:
Jacklyn
Bingaman, Marketing
610-674-1325
jacklyn.bingaman@nationalpenn.com
or
Investor
Contact:
Michelle H. Debkowski, Investor Relations
484-709-3255
michelle.debkowski@nationalpenn.com
Source: National Penn Bancshares, Inc.
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