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8-K - FORM 8-K - ABINGTON BANCORP, INC./PA | c11525e8vk.htm |
EX-2.1 - EXHIBIT 2.1 - ABINGTON BANCORP, INC./PA | c11525exv2w1.htm |
EX-10.2 - EXHIBIT 10.2 - ABINGTON BANCORP, INC./PA | c11525exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - ABINGTON BANCORP, INC./PA | c11525exv10w1.htm |
Exhibit 99.1
SUSQUEHANNA BANCSHARES CONTACTS:
|
ABINGTON BANCORP CONTACT: | |
INVESTOR RELATIONS: Abram G. Koser, Vice President Investor Relations (717) 625-6305, ir@susquehanna.net |
Robert W. White Chairman, President & CEO (215) 886-8280 |
MEDIA:
Stephen Trapnell, Corporate Communications Manager
(717) 625-6548, communications@susquehanna.net
Stephen Trapnell, Corporate Communications Manager
(717) 625-6548, communications@susquehanna.net
Susquehanna Bancshares, Inc. to Acquire Abington Bancorp, Inc.
Combined Bank to Serve Strong Demographic Region in Greater Philadelphia Area,
Offering Customers Increased Resources & Financial Management Services
Offering Customers Increased Resources & Financial Management Services
FOR IMMEDIATE RELEASE: LITITZ, PA, and JENKINTOWN, PA, January 26, 2011: Susquehanna Bancshares,
Inc. (Susquehanna) (NASDAQ: SUSQ) and Abington Bancorp, Inc. (Abington) (NASDAQ: ABBC) announced
the signing of a definitive agreement under which Susquehanna will acquire all outstanding shares
of common stock of Abington in a stock-for-stock transaction.
The transaction, with an approximate total value of $273 million, is expected to be completed in
the third quarter of 2011. Under terms of the agreement, Abington shareholders will receive 1.32
shares of Susquehanna common stock for each share of Abington common stock. Based on closing prices
of Susquehannas and Abingtons common stock on January 25, 2011, this represents a price of $13.04
per Abington share, a premium of 13.8% over Abingtons closing price. Based on the average closing
price of Susquehannas common stock for the five-day period ended January 25, 2011, this would
represent a price of $13.16 per Abington share, a premium of 14.8% over Abingtons closing price on
January 25, 2011.
The combined company will have approximately $15 billion in assets, including $10 billion in loans,
and $10 billion in deposits. Abington Banks 20 branches in the suburban counties surrounding
Philadelphia will join Susquehanna Banks network of 221 branches in Pennsylvania, New Jersey,
Maryland and West Virginia. Susquehanna does not anticipate closing any of Abingtons branches.
We are pleased and excited to welcome Abington to the Susquehanna family. We expect that the
combination of these two companies will yield expanded services for customers and enhanced
opportunities for growth and earnings for shareholders, said William J. Reuter, Chairman and Chief
Executive Officer of Susquehanna. Like Susquehanna, Abington has built a reputation for
exceptional customer service, and the locations of Abingtons bank branches provide a natural
extension of Susquehannas network in the greater Philadelphia area. We believe that together we
can provide customers of those offices with a broader array of banking services, including expanded
commercial lending capabilities. In addition, we anticipate that the investment
management expertise provided by Susquehannas wealth management subsidiaries in Montgomery County
will be a valuable local resource for Abington customers.
Robert W. White, Chairman, President and Chief Executive Officer of Abington, said, We are pleased
to join forces with Susquehanna and their strong management team. We believe that by adding our
franchise with its strong demographics to Susquehanna, we will benefit our shareholders, customers,
employees and the communities we serve. We are excited about the potential represented by our
combined operations and look forward to joining the Susquehanna family.
Reuter said, We believe that we have identified opportunities to improve the margin at Abington
through increased commercial lending and an enhanced deposit mix, and we also expect to grow
non-interest income. As a result of this transaction, Susquehanna will have additional capital to
proactively pursue opportunities for growth through increased lending in the greater Philadelphia
area and throughout our market territory, and for capital management initiatives. Susquehanna and
Abington are both rooted in the ideals of community banking, and we look forward to building on
this legacy as we move forward together.
Upon completion of the transaction, White will be appointed to the Susquehanna board and will join
the leadership team of Susquehanna Banks Delaware Valley Division, which encompasses eastern
Pennsylvania and southern New Jersey.
Susquehanna expects the internal rate of return of this transaction to exceed 19%, based on annual
cost savings of approximately $8 million, residual credit losses of $31 million, and one-time
merger-related expenses of approximately $21 million. While the transaction is projected to be
neutral to 2012 earnings per share, it is expected to add approximately $95 million or 100 basis
points to Susquehannas Tier I common capital position. Ultimate earnings accretion will be driven
by how Susquehanna deploys the excess capital. The boards of directors of both Susquehanna and
Abington have approved the transaction. Completion of the transaction is subject to customary
closing conditions, including regulatory approvals and the approval of shareholders of both
companies.
Certain company information regarding Abington and Susquehanna is set forth below.
Company Data (as of 12/31/2010): | Abington | Susquehanna | ||||||
Assets |
$1.2 billion | $14 billion | ||||||
Deposits |
$0.9 billion | $9.2 billion | ||||||
Loans |
$0.7 billion | $9.6 billion | ||||||
Total Equity |
$0.2 billion | $2.0 billion | ||||||
Offices |
20 | 221 |
Susquehanna was advised in this transaction by J.P. Morgan Securities LLC. as financial advisor and
Morgan, Lewis & Bockius LLP as legal counsel. Abington was advised by Keefe, Bruyette & Woods as
financial advisor and Elias, Matz, Tiernan & Herrick LLP as legal counsel.
Conference Call: Thursday, January 27, 11 a.m. EST
Susquehannas executive leadership will conduct a webcast to discuss the acquisition, as well as the companys fourth quarter and full year 2010 financial results, on Thursday, January 27, 2011, at 11 a.m. Eastern Standard Time. The conference call may include forward-looking information and financial goals. Investors and interested parties will have the opportunity to listen to the conference call through a live broadcast on Susquehannas Web site. The event may be accessed by selecting Investor Relations near the top right of the home page, then Overview, and clicking on the webcast link. To listen to the live call, please go to the Web site at least 15 minutes prior to the scheduled start time to download and install any necessary audio software. For those who are unable to listen to the live broadcast, an archived replay and podcast will be available on the Web site shortly after the call concludes.
Susquehannas executive leadership will conduct a webcast to discuss the acquisition, as well as the companys fourth quarter and full year 2010 financial results, on Thursday, January 27, 2011, at 11 a.m. Eastern Standard Time. The conference call may include forward-looking information and financial goals. Investors and interested parties will have the opportunity to listen to the conference call through a live broadcast on Susquehannas Web site. The event may be accessed by selecting Investor Relations near the top right of the home page, then Overview, and clicking on the webcast link. To listen to the live call, please go to the Web site at least 15 minutes prior to the scheduled start time to download and install any necessary audio software. For those who are unable to listen to the live broadcast, an archived replay and podcast will be available on the Web site shortly after the call concludes.
About Susquehanna Bancshares, Inc.
Susquehanna is a financial services holding company with assets of approximately $14 billion. Headquartered in Lititz, Pa., the company provides banking and financial services at 221 branch locations in the mid-Atlantic region. Through Susquehanna Wealth Management, the company offers investment, fiduciary, brokerage, insurance, retirement planning, and private banking services, with approximately $6 billion in assets under management and administration. Susquehanna also operates an insurance brokerage and employee benefits company, a commercial finance company and a vehicle leasing company. Investor information may be requested on Susquehannas Web site at www.susquehanna.net.
Susquehanna is a financial services holding company with assets of approximately $14 billion. Headquartered in Lititz, Pa., the company provides banking and financial services at 221 branch locations in the mid-Atlantic region. Through Susquehanna Wealth Management, the company offers investment, fiduciary, brokerage, insurance, retirement planning, and private banking services, with approximately $6 billion in assets under management and administration. Susquehanna also operates an insurance brokerage and employee benefits company, a commercial finance company and a vehicle leasing company. Investor information may be requested on Susquehannas Web site at www.susquehanna.net.
About Abington Bancorp, Inc.
Abington Bancorp Inc. is the holding company for Abington Bank, with assets of approximately $1.2 billion. Abington Bank is a Pennsylvania-chartered, FDIC-insured savings bank which was originally organized in 1867. Abington Bank conducts business from its headquarters and main office in Jenkintown, Pennsylvania, as well as twelve additional full-service branch offices and seven limited-service banking offices located in Montgomery, Bucks and Delaware counties, Pennsylvania.
Abington Bancorp Inc. is the holding company for Abington Bank, with assets of approximately $1.2 billion. Abington Bank is a Pennsylvania-chartered, FDIC-insured savings bank which was originally organized in 1867. Abington Bank conducts business from its headquarters and main office in Jenkintown, Pennsylvania, as well as twelve additional full-service branch offices and seven limited-service banking offices located in Montgomery, Bucks and Delaware counties, Pennsylvania.
This press release contains forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995, which are based on Susquehannas and Abingtons current
expectations, estimates and projections about future events. This includes statements regarding the
timing of the transaction, the timing and success of business plans and integration efforts once
the transaction is complete, Susquehannas ability to expand its services and realize growth and
efficiencies through the acquisition of Abington, Susquehannas expectations regarding the internal
rate of return on the acquisition, merger-related expenses and the impact of the transaction on
Susquehannas earnings and capital position. These statements are not historical facts or
guarantees of future performance, events or results. Such statements involve potential risks and
uncertainties, such as whether the merger will be approved by the shareholders of Susquehanna and
Abington or by regulatory authorities, whether each of the other conditions to closing set forth in
the merger agreement will be met, Susquehannas ability to integrate Abington as planned and the
general effects of financial, economic, regulatory and political conditions affecting the banking
and financial services industries. Accordingly, actual results may differ materially. Neither
Susquehanna nor Abington undertake any obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. For additional
factors that may affect future results, please see filings made by Susquehanna and Abington with
the Securities and Exchange Commission (SEC), including Susquehannas Annual Report on Form 10-K
for the year ended December 31, 2009, and Abingtons Annual Report on Form 10-K for the year ended
December 31, 2009.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
Susquehanna and Abington intend to file with the SEC a joint proxy statement/prospectus and other
relevant materials in connection with the merger. The joint proxy statement/prospectus will be
mailed to the shareholders of Susquehanna and Abington. Investors and security holders of
Susquehanna and Abington are urged to read the proxy statement/prospectus and the other relevant
materials when they become available because they will contain important information about
Abington, Susquehanna and the merger.
In connection with the proposed merger, Susquehanna will file a registration statement on Form S-4
with the SEC. The registration statement will include the joint proxy statement for Susquehanna
and Abington, which will also constitute a prospectus of Susquehanna. The joint proxy
statement/prospectus and other relevant materials (when they become available), and any other
documents filed by Susquehanna or Abington with the SEC, may be obtained free of charge at the
SECs Web site at http://www.sec.gov/. In addition, investors and security holders may obtain free
copies of the documents filed with the SEC by Abington by contacting Frank Kovalcheck, Abington
Bancorp, Inc., 180 Old York Road, Jenkintown, PA 19046, telephone: 215-886-8280 or from Abingtons
Web site at http://www.abingtonbankonline.com. Investors and security holders may obtain free
copies of the documents filed with the SEC by Susquehanna by contacting Abram G. Koser, Susquehanna
Bancshares, Inc., 26 North Cedar Street, Lititz, PA 17543, telephone: 717-626-4721.
Susquehanna, Abington and their respective directors, executive officers and certain other members
of management and employees may be deemed participants in the solicitation of proxies from
shareholders of Susquehanna and Abington in favor of the merger. Information regarding the persons
who may, under the rules of the SEC, be considered participants in the solicitation of the
shareholders of Susquehanna and Abington in connection with the proposed merger will be set forth
in the joint proxy statement/prospectus when it is filed with the SEC. You can find information
about the executive officers and directors of Susquehanna in its Annual Report on Form 10-K for the
year ended December 31, 2009 and in its definitive proxy statement filed with the SEC on March 26,
2010. You can find information about Abingtons executive officers and directors in its Annual
Report on Form 10-K for the year ended December 31, 2009 and in its definitive proxy statement
filed with the SEC on April 16, 2010.
Investors and security holders are urged to read the joint proxy statement/prospectus and the other
relevant materials when they become available before making any voting or investment decision with
respect to the merger.
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