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8-K - FORM 8-K - CENTRA FINANCIAL HOLDINGS INC | l41367e8vk.htm |
EX-2.1 - EX-2.1 - CENTRA FINANCIAL HOLDINGS INC | l41367exv2w1.htm |
Exhibit 99.1
News Release
News Release
For Immediate Release
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Contact: Steven E. Wilson | |||
December 16, 2010
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Chief Financial Officer | |||
(800) 445-1347 ext. 8704 |
United Bankshares to Acquire Centra Financial Holdings
WASHINGTON, D.C. and CHARLESTON, WV United Bankshares, Inc. (United) (NASDAQ: UBSI)
Chairman and Chief Executive Officer, Richard M. Adams, announced the signing of a definitive
merger agreement with Centra Financial Holdings, Inc. (Centra). The acquisition of Centra will
afford United the opportunity to enhance its existing footprint in Maryland and West Virginia, as
well as provide an entry into Pennsylvania. Since 1982, United has completed and effectively
integrated 27 acquisitions.
Centra, which is headquartered in Morgantown, West Virginia, has $1.4 billion in assets and 15
offices and one loan origination office. Centras locations are in and surrounding the four
strategic markets of Hagerstown, Maryland; Martinsburg, West Virginia; Morgantown, West Virginia;
and Uniontown, Pennsylvania. With the acquisition of Centra, Uniteds assets will grow to
approximately $9 billion.
United will acquire 100% of the outstanding shares of Centra in exchange for common shares of
United. The exchange ratio will be fixed at 0.7676 of United shares for each share of Centra which
equates to $21.00 based on Uniteds closing price of $27.36 on December 10, 2010. United will
provide cash consideration for Centras outstanding options. The transaction, which has been
approved by both Uniteds and Centras Boards of Directors, is estimated to close early in the
third quarter of 2011, pending regulatory approvals and the approval of Centra shareholders.
The estimated aggregate consideration of the transaction is approximately $186.9 million based
on Centras 8.4 million common shares outstanding, Centras 1.2 million options outstanding and
Uniteds recent stock price of $27.36 per share as of December 10, 2010. The announced price
represents 17.3 times Centras 2011 earnings estimate and 1.3 times book value.
Adams stated, We are excited about the Centra announcement. It is an in-market transaction
and provides us additional opportunities to generate revenue growth. Centra is a well run banking
franchise which has remained profitable throughout the economic downturn. Centra has also
maintained strong capital levels and better than peer credit metrics. This is a good fit for United
financially, geographically, and culturally.
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Douglas J. Leech, Centras Founder, Chairman and Chief Executive Officer stated, This
combination of our two banks will immediately enhance value for Centras shareholders. They will
receive substantial liquidity, have a meaningful premium on their stock and a threefold increase in
the dividend based on Uniteds current practice.
In addition, Mr. Leech commented, The customer service philosophy of United is one that will
be very familiar to Centras employees. Our customers will benefit from the combined strengths of
our organizations with additional products and services and more convenient locations.
With this acquisition United will hold the #1 deposit market share position in the Morgantown,
West Virginia, MSA, #2 deposit market share position in Fayette County, Pennsylvania, and will
jump to the #5 spot in the Hagerstown-Martinsburg, MD-WV, MSA. United is currently ranked the
50th largest bank holding company in the nation based on market capitalization, and has
$7.6 billion in assets and 112 full service offices in Ohio, West Virginia, Virginia, Maryland, and
Washington, D.C.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not
limited to, statements about (i) the benefits of a merger (the Merger) between Centra Financial
Holdings, Inc. (Centra) and United Bankshares, Inc. (United), including future financial and
operating results, cost savings enhancements to revenue and accretion to reported earnings that may
be realized from the Merger; (ii) Uniteds and Centras plans, objectives, expectations and
intentions and other statements contained in this press release that are not historical facts; and
(iii) other statements identified by words such as expects anticipates, intends, plans,
believes, seeks, estimates, targets, projects, or words of similar meaning generally
intended to identify forward-looking statements. These forward-looking statements are based upon
the current beliefs and expectations of the respective managements of United and Centra and are
inherently subject to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the control of United and Centra. In addition, these
forward-looking statements are subject to assumptions with respect to future business strategies
and decisions that are subject to change. Actual results may differ materially from the anticipated
results discussed in these forward-looking statements because of possible uncertainties.
The following factors, among others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the forward-looking statements: (1) the
businesses of United and Centra may not be combined successfully, or such combination may take
longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected
growth opportunities or cost savings from the Merger may not be fully realized or may take longer
to realize than expected; (3) deposit attrition, operating costs, customer losses and business
disruption following the Merger, including adverse effects on relationships with employees, may be
greater than expected; (4) the
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regulatory approvals required for the Merger may not be obtained on the proposed terms or on
the anticipated schedule; (5) the stockholders of Centra may fail to approve the Merger; (6)
legislative or regulatory changes, including changes in accounting standards, may adversely affect
the businesses in which United and Centra are engaged; (7) the interest rate environment may
further compress margins and adversely affect net interest income; (8) results may be adversely
affected by continued diversification of assets and adverse changes to credit quality; (9)
competition from other financial services companies in Uniteds and Centras markets could
adversely affect operations; and (10) the economic slowdown could continue to adversely affect
credit quality and loan originations. Additional factors, that could cause actual results to differ
materially from those expressed in the forward-looking statements are discussed in Centras and
Uniteds reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed with the Securities and Exchange Commission and available on the SECs
Internet site (http://www.sec.gov).
United and Centra caution that the foregoing list of factors is not exclusive. All subsequent
written and oral forward-looking statements concerning the proposed transaction or other matters
attributable to United or Centra or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. United and Centra do not undertake any
obligation to update any forward-looking statement to reflect circumstances or events that occur
after the date the forward-looking statements are made.
Participants in the Transactions
United, Centra and their respective directors, executive officers and certain other
members of management and employees may be deemed participants in the solicitation of proxies
from Centras shareholders in favor of the merger with United. Information regarding the persons
who may, under the rules of the SEC, be considered participants in the solicitation of the Centra
shareholders in connection with the proposed merger will be set forth in the proxy
statement/prospectus when it is filed with the SEC.
You can find information about the executive officers and directors of United 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 25, 2010. You can find information about Centras 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 9, 2010. You can obtain free copies of these
documents from United, or Centra using the contact information above.
Additional Information About the Merger and Where to Find It
Shareholders of Centra and other investors are urged to read the proxy statement/prospectus
that will be included in the registration statement on Form S-4 that United will file with the
Securities and Exchange Commission in connection with the proposed merger because it will contain
important information about United, Centra, the merger, the persons soliciting proxies in the
merger and their interests in the merger and related matters. Investors will be able to obtain all
documents filed with the SEC by United free of charge at the SECs Internet site
(http://www.sec.gov). In addition, documents filed with the SEC by United will be available free of
charge from the Corporate Secretary of United Bankshares, Inc., 514 Market Street, Parkersburg,
West Virginia 26101 telephone (304) 424-8800. The
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proxy statement/prospectus (when it is available) and the other documents may also be obtained
for free by accessing Uniteds website at www.ubsi-inc.com under the tab Investor Relations and
then under the heading SEC Filings or by accessing Centras website at www.centrabank.com under
the tab About Centra and then under the heading Shareholder Information. You are
urged to read the proxy statement/prospectus carefully before making a decision concerning the
merger. You are urged to read the proxy statement/prospectus carefully before making a decision
concerning the merger.