WesBanco signs merger agreement with Premier Financial

WesBanco (WSBC) and Premier Financial (PFC) have executed a definitive Agreement and Plan of Merger providing for the merger of Premier with and into WesBanco. Under the Agreement, unanimously approved by the board of directors of both companies, WesBanco will exchange shares of its common stock for all of the outstanding shares of Premier common stock, in an all-stock transaction. Premier shareholders will be entitled to receive 0.80 of a share of WesBanco common stock for each share of Premier common stock they own upon the effective time of the merger, for aggregate merger consideration valued at approximately $959M, or $26.66 per share. The transaction values Premier at a price to June 30 tangible book value per share of 142% and a price to mean analyst estimated 2024 earnings per share of 12.9 times. WesBanco also entered into subscription agreements with investors to raise capital to support the merger. In aggregate, $200M of WesBanco common stock will be issued. The capital raise is expected to close on August 1. Upon completion of the merger, the shares issued to Premier shareholders are expected to comprise 30% of the outstanding shares of the combined company, the shares issued in the capital raise are expected to represent 8% of the combined company, and 62% of the outstanding shares of the combined company are expected to be held by legacy WesBanco shareholders. The proposed merger will create a regional financial services institution with approximately $27B in assets. The transaction is anticipated to be more than 40% accretive to 2025 earnings. Estimated tangible book value dilution at closing of 13% is expected to be earned back in approximately 2.8 years. It is expected that the transaction should be completed during Q1 2025. Upon completion of the merger, four members of Premier’s current Board of Directors will be appointed to WesBanco’s Board of Directors. When the transaction is consummated, WesBanco will have more than 250 financial centers across nine states. The transaction will expand WesBanco’s franchise by 73 financial centers located primary throughout northern Ohio, as well as in southern Michigan and northeastern Indiana.