WesBanco, Inc. Announces Transformative Merger with Premier Financial Corp.

Core Viewpoint - WesBanco, Inc. and Premier Financial Corp. have announced a definitive merger agreement that will create a regional financial services institution with over $27 billion in assets, enhancing their market presence and operational efficiencies [1][3][10]. Merger Details - The merger will involve WesBanco exchanging shares of its common stock for all outstanding shares of Premier common stock, valued at approximately $959 million, or $26.66 per share, based on WesBanco's closing stock price of $33.32 as of July 24, 2024 [10]. - The transaction is expected to be tax-free and has been unanimously approved by the boards of directors of both companies [10][21]. - Upon completion, Premier shareholders will receive 0.80 of a share of WesBanco common stock for each share of Premier common stock they own [10]. Financial Aspects - WesBanco plans to raise $200 million in capital to support the merger, led by a $125 million investment from Wellington Management [2]. - The merger is anticipated to be more than 40% accretive to 2025 earnings, with an estimated tangible book value dilution at closing of 13%, expected to be earned back in approximately 2.8 years [21]. Strategic Fit - The merger is characterized by highly compatible cultures and business models, aiming to create significant economies of scale and strong pro forma profitability metrics [3][12]. - The combined entity will have an increased presence in Ohio, Indiana, and serve customers across nine states, expanding WesBanco's franchise by 73 financial centers [4][3]. Operational Impact - Upon completion, WesBanco will operate more than 250 financial centers and loan production offices across nine states, enhancing its service delivery capabilities [4]. - The merger is expected to facilitate growth and increased investment in products and services, benefiting customers, associates, shareholders, and communities [4]. Shareholder Structure - After the merger, shares issued to Premier shareholders are expected to comprise 30% of the outstanding shares of the combined company, while shares from the capital raise will represent 8% [23]. - Legacy WesBanco shareholders are expected to hold 62% of the outstanding shares post-merger [23]. Historical Context - WesBanco has a history of over 150 years as a community-focused financial services partner, with total assets of approximately $18.1 billion as of June 30, 2024 [9][13]. - Premier Financial Corp. has consolidated assets of approximately $8.8 billion, with a strong presence in Ohio, Michigan, Indiana, and Pennsylvania [25].