WesBanco, First Sentry Announce Merger

WHEELING — WesBanco Inc. and First Sentry Bancshares Inc. jointly announced today that they have executed a definitive agreement and plan for the merger of First Sentry with and into WesBanco.

James C. Gardill, chairman of the board, and Todd F. Clossin, president and CEO, of WesBanco and Robert H. Beymer, chairman of the board, and Geoffrey S. Sheils, president and CEO, of First Sentry, made the announcement.

Under the terms of the agreement and plan of merger, which has been approved by the board of directors of both companies, WesBanco will exchange shares of its common stock for First Sentry common stock, in an all-stock transaction. First Sentry shareholders will be entitled to receive 1.5869 shares of WesBanco common stock for each share of First Sentry common stock for a total value of approximately $64 per share or $101.4 million (including options) based on the 15-day average closing price of WesBanco common stock ending on Nov. 9 of $40.33.

The merger is expected to qualify as a tax-free reorganization.

First Sentry Bancshares Inc. is a bank holding company headquartered in Huntington, and includes its wholly owned, state-chartered subsidiary bank, First Sentry Bank.

The company began operations on Oct. 23, 1996, and currently operates five financial centers in West Virginia. The bank is engaged primarily in the business of attracting deposits from the general public, and using those funds for the origination of commercial business and real estate loans, as well as secured consumer loans such as residential mortgages and home equity lines of credit.

“We look forward to providing the customers of First Sentry with a broader array of banking services, including expanded commercial and mortgage lending capabilities as well as trust and wealth management services,” Clossin said. “First Sentry’s commercial lending focus and solid credit quality matches well with WesBanco’s strengths and strategies, and will enhance our position in the attractive Huntington, WV MSA, as well as nicely bridging our existing Charleston, W.Va. and southeastern Ohio markets.”

Gardill said, “First Sentry is an outstanding community-based financial institution with a strong management team that shares our commitment to client service and community banking. We are pleased to be able to partner with them to help provide continuing value to the community.”

The transaction is anticipated to be completed during the first or second quarter of 2018.

“We are excited about our merger with WesBanco as it will provide additional high quality products and services for our customers, as well as growth opportunities for our employees,” said Sheils, who will join WesBanco as market president upon completion of the merger. “WesBanco’s nearly 150-year history as a community bank combined with its strong operating performance and demonstrated track record of merger success makes WesBanco the ideal partner for First Sentry Bank.”

Beymer noted the merger will provide “great benefit to our clients, employees, and shareholders. He said he looks forward to continuing his relationship as chairman of the Huntington market advisory board for WesBanco, which will be comprised of his fellow First Sentry board members.

On Sept. 30, WesBanco had consolidated assets of approximately $9.9 billion, deposits of $7.1 billion, loans of $6.4 billion, and shareholders’ equity of $1.4 billion. On Sept. 30, First Sentry had consolidated assets of approximately $666 million, deposits of $527 million, loans of $455 million, and shareholders’ equity of $52 million.

Financial advisors involved in the transaction were D.A. Davidson & Co., representing WesBanco, and Sandler O’Neill & Partners, L.P., representing First Sentry.

Legal representations in the transaction include Phillips Gardill Kaiser & Altmeyer PLC and K&L Gates LLP for WesBanco, and Bowles Rice LLP for First Sentry.

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