First Commonwealth Financial Corporation of Indiana and Centric Financial Corporation of Hampden Township in suburban Harrisburg jointly announced the signing of a definitive agreement and plan to merge Centric with and into First Commonwealth.
It’s a move that brings First Commonwealth Bank and its holding company FCFC to suburban Philadelphia, as well as urban metropolitan areas along the lower Susquehanna River in south-central and southeastern Pennsylvania.
“We are truly excited about the opportunities our combined organizations can create,” said FCFC President and CEO T. Michael Price. “We have long admired the work that Centric CEO Patti Husic and the Centric team have done to create an amazing culture, grow their organization and serve their customers.
The two financial institutions said it would be an all-stock transaction valued at approximately $16.20 per share, or approximately $144 million in total, based on the weighted average closing price. First Commonwealth’s previous 10-day volume as of Monday’s date.
“We are also excited about this strategic partnership and the opportunity to gain greater market share in Central PA and the greater Philadelphia area,” said Centric President and CEO Patricia A. Patti” Husic. “We admired Mike Price’s leadership, the culture that was built by their team, and First Commonwealth’s reputation as a premier financial institution in Pennsylvania.”
Founded in 2007, Centric Financial Corporation, and its subsidiary, Centric Bank, is a locally owned, locally lent community bank that provides competitive and growth-friendly financial services to businesses, professionals, individuals, families and the industry. health care.
Following the merger of the parent holding companies, Centric Bank will merge with and into First Commonwealth’s subsidiary, First Commonwealth Bank. Centric has financial centers in Harrisburg, Hershey, Mechanicsburg, Camp Hill, Doylestown, Devon and Lancaster.
“This expansion of our physical presence in Harrisburg and Metro Philadelphia allows us to deepen our existing relationships in these markets and improve the financial lives of these businesses and their communities,” Price said.
The two institutions said the business combination will produce a combined company with approximately $10.6 billion in total assets. Centric will bring approximately $1 billion in total assets, $0.9 billion in total deposits, $0.9 billion in total loans, seven branches and a loan origination office in the metropolitan statistical areas of Harrisburg, Philadelphia and Lancaster to the combined entity.
“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 company with their product set and consumer verticals,” Husic said.
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.
This acquisition brought 14 bank branches to State College, Lock Haven, Williamsport and Lewisburg.
As announced on Tuesday, the agreement and 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 merging parties believe the combination will be considered a tax-exempt reorganization and is expected to be completed in the first quarter of 2023, subject to certain closing conditions, including Centric shareholder approval and customary regulatory approvals from banks.
Once the merger is complete, First Commonwealth will appoint 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 two years.
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