INDIANA, Pa. and HARRISBURG, Pa., Aug. 30, 2022 (GLOBE NEWSWIRE) — First Commonwealth Financial Corporation (“First Commonwealth”) (NYSE: FCF) and Centric Financial Corporation (“Centric”) (OTCPink: CFCX) announced today today jointly signed a definitive agreement and merger plan to merge Centric with and into First Commonwealth in an all-stock transaction valued at approximately $16.20 per share, or approximately $144 million dollars in total, based on the last 10 daily Volume Weighted Average Closing Prices of First Commonwealth as of Monday, August 29, 2022. Following the merger of the parent companies, Centric subsidiary Centric Bank will merge with and in First Commonwealth’s subsidiary, First Commonwealth Bank.
The business combination will produce a combined company with total assets of approximately $10.6 billion. Centric will bring approximately $1.0 billion in total assets, $0.9 billion in total deposits, $0.9 billion in total loans, seven branches and a loan origination office in MSAs in Harrisburg, Philadelphia and Lancaster to the combined entity. The transaction represents the continuation of First Commonwealth’s business expansion strategy in higher growth metropolitan markets and geographically builds on its acquisition of 14 former Santander Bank, NA branches in central Pennsylvania in 2019.
Under the terms of the agreement and the merger plan, which were unanimously approved by the boards of directors of both companies, Centric shareholders will be entitled to receive a fixed exchange ratio of 1.09 common share of First Commonwealth for each common share of Centric. The merger is expected to qualify as a tax-exempt reorganization and is expected to close in the first quarter of 2023, subject to certain closing conditions, including Centric shareholder approval and customary bank regulatory approvals.
“We are really excited about the opportunities our combined organizations can create. We have long admired the work Centric CEO Patti Husic and the Centric team have done in creating an amazing culture, growing their organization, and serving their customers,” said T. Michael “Mike” Price, President. and CEO of First Commonwealth. “This expansion of our physical presence in Harrisburg and the greater Philadelphia area allows us to deepen our existing relationships in these markets and improve the financial lives of these companies and their communities.”
“We are also excited about this strategic partnership and the opportunity to gain greater market share in Central PA and the greater Philadelphia area. We admired the leadership of Mike Price, the culture that was built by their team, and First Commonwealth’s reputation as a premier financial institution in Pennsylvania. This strategic partnership will provide our customers and communities with greater access to additional products and services that we believe will result in an improved customer experience for our business base and the opportunity to grow the retail portion of our business. with their product set and consumer verticals,” said Patricia A. “Patti” Husic, President and CEO of Centric.
Upon completion of the merger, First Commonwealth will appoint Patricia A. Husic to its board of directors.
Excluding certain one-time merger costs, the transaction is expected to be approximately 5% earnings accretive to First Commonwealth in 2023 and approximately 7% to earnings in 2024 once the anticipated cost savings are fully realized. work. Dilution in estimated tangible book value at closing of approximately 3%, including the impact of estimated one-time charges, is expected to be recovered in approximately 2 years.
Keefe, Bruyette & Woods, A Stifel company served as financial advisor and Squire Patton Boggs (US) LLP served as legal advisor to First Commonwealth. Stephens Inc. served as financial advisor and Stevens & Lee served as legal advisor to Centric.
DETAILS OF THE CALL TO INVESTORS
An investor presentation relating to this transaction is available on First Commonwealth’s website at www.fcbanking.com/investorrelations. First Commonwealth will host a conference call on Wednesday, August 31, 2022 at 10:00 a.m. Eastern Time to discuss the transaction. To access the call, please dial 1-888-330-3181 and enter conference ID: 4651379. A live webcast of the call will be available at www.fcbanking.com/investorrelations. A replay of the call will also be available on First Commonwealth’s Investor Relations website for 30 days following the conclusion of the call.
ADDITIONAL INFORMATION ON THE MERGER AND WHERE TO FIND IT
First Commonwealth and Centric will file a proxy statement/prospectus and other relevant documents with the SEC in connection with the merger.
CENTRIC SHAREHOLDERS ARE ADVISED TO READ THE MANAGEMENT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND ANY AMENDMENTS OR ADDITIONS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The proxy statement/prospectus and other relevant documents (when available), as well as any other documents that First Commonwealth and Centric have filed with the SEC, may be obtained free of charge from the SEC’s website at the address www.sec.gov. In addition, investors and security holders may obtain free copies of the documents First Commonwealth has filed with the SEC by contacting Matthew C. Tomb, Chief Risk Officer and General Counsel, First Commonwealth, 601 Philadelphia Street, Indiana, PA 15701, phone: (800) 711-2265; and may obtain free copies of the proxy statement/prospectus by contacting Sandra L. Schultz, Chief Financial Officer, Centric Financial Corporation, 4320 Linglestown Road, Harrisburg, PA 17112, telephone: (717) 657-7727.
Centric and certain of its directors and officers may be considered participants in the solicitation of proxies from Centric stockholders in connection with the proposed merger. Information regarding the ownership of Centric common stock by such participants will be disclosed in the proxy statement/prospectus relating to the merger when it becomes available. This communication does not constitute an offer of securities for sale.
About First Commonwealth Financial Corporation
First Commonwealth Financial Corporation (NYSE: FCF), headquartered in Indiana, Pennsylvania, is a financial services company with 118 community banking offices in 26 counties in western and central Pennsylvania and throughout throughout Ohio, as well as business banking operations in Pittsburgh, Pennsylvania, and Canton, Cleveland, Columbus and Cincinnati, Ohio. The company also operates mortgage offices in Wexford, Pennsylvania, and Hudson and Lewis Center, Ohio. First Commonwealth offers a full range of commercial banking, consumer banking, mortgage, equipment finance, wealth management and insurance products and services through its First Commonwealth Bank and First Commonwealth Insurance Agency subsidiaries. For more information about First Commonwealth or to open an account today, please visit www.fcbanking.com.
About Centric Financial Corporation
Founded in 2007, Centric Financial Corporation and its subsidiary, Centric Bank, is headquartered in south-central Pennsylvania with assets of $1.1 billion and remains a leader in organic loan growth. A locally owned and locally lent community bank, Centric Bank provides competitive and growth-friendly financial services to businesses, professionals, individuals, families and the healthcare sector. A American banker 2021, 2020, 2019 and 2018 Best Banks to Work For, three times Best Places to Work, Top 50 Fastest Growing Companies for eight years and four times ranked among the top 200 publicly traded community banks by American banker for financial performance.
Centric Bank has financial centers located in Harrisburg, Hershey, Mechanicsburg, Camp Hill, Doylestown, Devon and Lancaster, loan origination offices in Lancaster and Devon, and an operations and executive office campus in Hampden Township, County of Cumberland. To learn more about Centric Bank, call 717.657.7727 or visit CentricBank.com. Connect with them on Twitter, Facebook, LinkedIn and Instagram.
Centric Financial Corporation is traded over-the-counter (OTC-Pink) with the ticker symbol CFCX.
This joint First Commonwealth and Centric press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act relating to present or future trends or factors affecting the banking industry and, more specifically, financial operations, markets and products. of First Commonwealth and Centric.
Forward-looking statements are generally identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “expect”, “will”, “should”, “project”, “objective” and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in Commonwealth’s initial reports filed with the SEC and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance. : ability to obtain regulatory approvals in a timely manner and without material costs or other charges; ability to satisfy other conditions to closing the merger, including Centric shareholder approval; delay in closing the merger; difficulties and delays in integrating the businesses of Centric and First Commonwealth or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; failure to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of First Commonwealth’s products and services; customers’ borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, exit, success and timing of business initiatives; competitive conditions; failure to realize anticipated cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of changes in technology, capital management activities and actions and policies of federal and state banking regulators and legislative and regulatory actions and reforms. First Commonwealth and Centric undertake no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.
Jonathan E. Longwill
Vice President / Communications and Media Relations
E-mail: [email protected]
Ryan M. Thomas
Vice President / Finance and Investor Relations
E-mail: [email protected]