Univest Financial Corporation · NASDAQ:UVSP
Univest Financial — Univest Corp of Pennsylvania — Merger or Acquisition (June 2014)
12 slides from Univest Financial's merger presentation, Jun 18, 2014
Slide 1: Acquisition Advances Competitive Position in Southeastern PA Market
Exhibit 99.2 Acquisition Advances June 18, 2014 competitive of position in the Southeastern PA market
Slide 2: Transaction Rationale
TRANSACTION •Strategic: Creates Companies Superior Low 2016 riskaloan –presence RATIONALE share inofthe similar origination superior Philadelphia operating market tocultures capabilities and with thediligence acquisition ofacquisition managementof atalent best-in-class, high-performing for the enhan
Slide 3: Overview
OVERVIEW performing •Locations Established Ranked Growth Univest $2,201 Valley ($M) 5-yr. Loan#8 Total40 community and Green’s $370 in Valley5in CAGROF Loans SNL 45 2005 community-focused Deposits $2,730VALLEY GreenFinancial’s Projected banks Performance $1,562 37.1% $1,840 GREEN $329 ROAAof$1,997 $
Slide 4: Valley Green Financial Highlights: Superior Growth and Credit Quality
•VALLEY Superior Total GREEN Assets growth Total – and FINANCIAL Loans credit quality HIGHLIGHTS __________ Source: SNL Financial as of 3/31/14 See endnotes for national and local peer criteria.
Slide 5: Valley Green Financial Highlights: Superior Performance
•VALLEY ROAE ROAA 1.80Superior NetGREEN 5.50 performance Efficiency Interest–Margin FINANCIAL HIGHLIGHTS Ratio Source: SNL Financial See endnotes as and for national of 3/31/14 local peer criteria. Time periods include year-to-date results.
Slide 6: Summary of Transaction Terms: Structure
SUMMARY Term Structure Consideration the Purchase March Exchange Price average Termination fee, Determination orProtection Description 4.1% 31,Price Valley Ratio 2014 Standard of OF 100% $27.00 the TBV Subject Valley Green TRANSACTION Date total UVSP per termination per Bank Green as deal toshare Va
Slide 7: Summary of Transaction Terms: Board, Approvals, Tax Treatment
SUMMARY Term Board contracts Branches/ Approvals Tax Treatment Description & CEO will All Valley OF be branches of Structured TRANSACTION honored. Valley Greenwill Green shareholders, as General remain a tax-free and severance TERMS one andUVSP exchange Valley will operate shareholders, isGreen 2Clo
Slide 8: Transaction Analysis
TRANSACTION ••– Cost $3.0 55% Savings: Phase-In millionPeriod: Merger-Related $5.2 inassumed, Credit 2015; million Mark: ANALYSIS pre-tax (29% remainder inof2016 Expenses: Valley Green’s non-interest expense) – • 1.43% – Third-party Core 1.00% on Revenue None atpre-tax gross Deposit Dividends: ($1.8
Slide 9: Pro Forma Financial Impact
PRO ••– – EPS ~7% ~10%FORMA Initially Earned Assets TCE/TA: Loans Deposits Pro accretion: Tangible informa in Internal2015 of of 2016 back 6.5% of $2.0 $2.7 FINANCIAL book rate(prior inof value 4.5 balance 9.42% $2.3 market to billion billion sheet billion IMPACT ––restructuring return: years diluti
Slide 10: Summary
•SUMMARY •– – Strategic 3 retail Cultural Loan Low-risk Valley Financially TBV Highly Low IRR of Green – expands offices processes Minimal and investment focuses Univest’s compatibility and 2EPS LPOs compelling Price-to-LTM dilution approximately EPS-accretive is within customer security on moderate
Slide 11: Endnotes
•ENDNOTES “National peers” “LocalTrust Bank peers” Co., include areWells commercial comprised Fargo Delaware banks Trustnationwide of all commercial Co., banks headquartered Vanguard headquartered Nationalin in thea Philadelphia- Trust metropolitan Co., statistical BNY Mellon Trustarea Camden- (MSA)
Slide 12: Forward-Looking Statements
FORWARD-LOOKING amended, strategies, “would,” “forecast,” looking All does of annual Univest stock The and SEC. able combined request Univest, connection directors forth This sale requirements the forward-looking Valley technological combined is to press communication not in Valley to assumptions, u
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