Wesbanco, Inc. · NASDAQ:WSBC
Wesbanco — Merger or Acquisition (July 2007)
18 slides from Wesbanco's merger presentation, Jul 20, 2007
Slide 1: Strategic Expansion in Ohio Markets
& “Strategic Expansion in Ohio Markets” July 20, 2007
Slide 2: Forward Looking Statements
Forward Looking Statements This press release contains certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the merger between WesBanco and Oak Hill, which are subject to numerous assumptions, risks, and unc
Slide 3: Introductions
Introductions James C. Gardill Chairman Paul M. Limbert President & CEO John D. Kidd Chairman Ralph E. Coffman, Jr. President & CEO Robert H. Young EVP, Chief Financial Officer 3
Slide 4: Combination Highlights
Combination Highlights • Doubles WesBanco’s Ohio Deposit Market Share • Assists in developing existing markets • Enhances Growth Profile of WesBanco’s Footprint • Financially Attractive • Common Cultures • Provides Additional Revenue Growth Opportunities 4
Slide 5: Transaction Summary
Transaction Summary Consideration Mix: 90% stock / 10% cash Exchange Ratio: 1.256 WSBC shares for each OAKF share Cash Consideration: $38.00 per share Implied Price Per Share (1): $36.62 per share Transaction Value: $201 million Cost Savings: $7.2 million pre-tax (approximately 22.0%) Four (4) OAKF
Slide 6: Pricing Consistent with Recent Transactions
Pricing Consistent with Recent Transactions Comparables (5) WSBC / OAKF High Median Low Price / LTM Earnings (1) 19.2 x 46.7 x 24.3 x 14.2 x Price / Forward Earnings (2) 17.0 27.9 21.0 15.4 Price / Tangible Book Value 232 % 382 % 272 % 193 % Core Deposit Premium (3) 14.1 33.5 22.7 11.6 1 Day Market
Slide 7: Oak Hill Financial, Inc. Overview
Oak Hill Financial, Inc. Overview • Founded in 1902 • Headquartered in Jackson, OH • Assets of $1.3 billion • Business lines: • Community Banking, Insurance, Title Services 7
Slide 8: Oak Hill Financial, Inc. Overview
Oak Hill Financial, Inc. Overview Markets 36 branches and 1 loan production office over 16 counties Central and Southern Ohio Key Counties (1) : Jackson, Scioto, Lawrence, Hamilton Financial Highlights (2) Net Loans ($M) $ 1,025 Deposits ($M) $ 958 Core ROAA (3): 0.91% Core ROAE (3): 1
Slide 9: Transaction Rationale
Transaction Rationale Top 15 deposit market share in Ohio Doubles Ohio 51% of pro forma deposits located in Ohio Market Share Connects and fills the geographic gap in WesBanco’s branch network Doubles presence in growth markets Enhanced Significant increase in metropolitan deposit composit
Slide 10: Creates a Powerful Community Bank Franchise
Creates a Powerful Community Bank Franchise Pro Forma Financial Highlights Assets: $ 5.6 Billion Deposits: $ 4.1 Billion Branches: 114 WSBC OAKF Source: Microsoft MapPoint and SNL Financial 10
Slide 11: Significant Market Share Gain
Significant Market Share Gain STATE: Ohio Total Total Deposits Market Branch in Market Share Rank Institution Count ($000) (%) 1 National City Corp. (OH) 410 30,937,085 14.79 2 Fifth Third Bancorp (OH) 393 25,880,367 12.38 3 Huntington Bancshares Inc. (OH) 446 24,898,042 11.91 4 KeyCorp (OH) 226 22,
Slide 12: Deposit Composition By State
Deposit Composition By State WesBanco Pro Forma 2% 34% 51% 48% 64% 1% Ohio West Virginia Pennsylvania Source: SNL Financial 12
Slide 13: Financial Impact - Overview
Financial Impact - Overview • Extensive due diligence completed • Achievable cost savings identified • Revenue opportunities identified but not assumed Commercial Banking Insurance Wealth Management and Trust Services Title Services 13
Slide 14: Sale of Loans
Sale of Loans • As part of the transaction, Oak Hill anticipates selling approximately $50 million in identified loans. • After the sale, Oak Hill’s non-performing assets will equal $2.65 million or 0.21% of total assets, as compared to $16.56 (1) million or 1.29% of total assets before the sale. •
Slide 15: Financial Impact – Per Share
Financial Impact – Per Share (Thousands except per share) 2008 2009 WesBanco Earnings (1) $ 43,857 $ 46,707 (2) Oak Hill Earnings 11,826 12,659 (3) Anticipated After-tax cost savings 3,661 5,076 (4) After-tax Financing Costs (1,309) (1,309) (5) After-tax Core Deposit Amortization Expense (1,706) (1,
Slide 16: Capital Impact
Capital Impact Estimated Pro Forma Capital Ratios WSBC (1) OAKF (2) At 12/31/2007 Tangible Equity / Tangible Assets 6.81 % 6.60 % 6.08 % Leverage Ratio 9.21 8.47 8.38 Tier I Capital 11.98 10.36 10.61 Total Capital 13.07 11.58 11.61 (1) WSBC estimates as of 6/30/07 (2) OAKF estimates as of 6/30/07 16
Slide 17: Low Execution Risk
Low Execution Risk • Consistent with WesBanco’s expansion strategy • Common community banking philosophy and culture • Shared expertise in commercial lending • Proven track-record integrating acquisitions • Key Oak Hill management to be retained 17
Slide 18: Additional Information
Additional Information Shareholders of WesBanco and Oak Hill and other interested parties are urged to read the joint proxy statements/prospectus that will be included in the Form S-4 registration statement that WesBanco will file with the SEC in connection with the merger because it will contain im