WesBanco and Premier Financial secure shareholder approvals for $959m merger

WesBanco, Inc., headquartered in Wheeling, West Virginia, and Premier Financial Corp., based in Defiance, Ohio, have achieved a pivotal step in their merger process, with shareholders from both companies overwhelmingly approving the deal. The merger, valued at approximately $959 million, is expected to close in the first quarter of 2025, pending regulatory approvals and other customary conditions.

Details Of The Merger Agreement

Announced in July 2024, the merger agreement outlines WesBanco’s acquisition of Premier Financial through an all-stock transaction. Under the deal, Premier shareholders will receive 0.80 of a WesBanco share for each Premier share held, valuing Premier at $26.66 per share. This represents 142% of Premier’s tangible book value per share as of June 30, 2024, and a price-to-earnings multiple of 12.9 times the estimated 2024 earnings.

The combined entity is poised to become a regional powerhouse with approximately $27 billion in total assets, making it the eighth-largest bank in Ohio based on deposit market share. The merger will expand WesBanco’s presence across nine states, including a strengthened footprint in Indiana.

Strategic Rationale And Capital Support

The merger brings together complementary geographic footprints and service offerings, creating significant economies of scale and stronger profitability metrics. To support the expanded balance sheet and regulatory capital requirements, WesBanco secured $200 million in capital, led by Wellington Management with a $125 million investment, and contributions from Glendon Capital Management LP and Klaros Capital.

Upon completion, WesBanco shareholders will retain 62% ownership in the combined entity, while Premier shareholders will hold 30%, and the new capital raise will account for the remaining 8%. Four members of Premier’s board will also join WesBanco’s board of directors, further integrating the two organisations.

Expert Perspective On The Deal

WesBanco’s President and CEO, Jeff Jackson, highlighted that the merger reflects a shared vision to empower communities and customers. He noted that the merger is a “transformational step” in building a stronger financial institution dedicated to growth and community commitment. Premier’s CEO, Gary Small, echoed these sentiments, expressing confidence in the combined entity’s ability to deliver enhanced value to stakeholders.

What’s Next?

The companies are optimistic about the merger’s completion in early 2025, subject to regulatory approval. Once finalised, the enhanced organisation will offer an expanded suite of banking, wealth management, and investment services.

Impact On Regional Banking

The merger underscores the continued consolidation in the banking sector, with regional players leveraging scale to compete in a challenging economic environment. With its expanded reach and resource base, the new entity aims to foster economic growth across its markets.