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Premier Financial Corp (NASDAQ:PFC), a $1 billion market cap financial institution with a strong track record of maintaining dividends for 15 consecutive years, has officially merged with Wesbanco, Inc., as reported on Monday in a filing with the Securities and Exchange Commission (SEC). The merger, effective as of February 28, 2025, has resulted in Wesbanco assuming Premier’s obligations under various debt instruments and the delisting of Premier’s common stock from the Nasdaq Stock Market. According to InvestingPro analysis, Premier Financial was trading slightly below its Fair Value before the merger, with a healthy 4.42% dividend yield.
According to the 8-K filing, Wesbanco entered into several supplemental indentures on the effective date of the merger, taking on Premier’s responsibilities related to its junior subordinated debentures due 2035, junior subordinated deferrable interest debentures, and $50 million 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030. Premier Financial demonstrated strong performance before the merger, with InvestingPro data showing a remarkable 52.86% return over the past year and maintaining a conservative P/E ratio of 13.85. For detailed analysis of over 1,400 US stocks like Premier Financial, investors can access comprehensive Pro Research Reports through InvestingPro.
In the merger agreement, each share of Premier common stock was converted into the right to receive 0.80 shares of Wesbanco common stock, with cash paid in lieu of fractional shares. Outstanding stock options from Premier were also settled in cash based on an exchange ratio and the average closing price of Wesbanco’s stock.
As a result of the merger, Premier Financial Corp’s common stock ceased trading on the Nasdaq and will be delisted. Wesbanco, as the successor entity, has notified Nasdaq to suspend trading and has requested the removal of Premier’s common stock from listing, effective prior to market open on March 3, 2025. Wesbanco also plans to file a Form 15 with the SEC to terminate the registration of Premier’s common stock.
The completion of the merger has brought about changes in control, with Premier’s former directors and executive officers ceasing their roles, and Wesbanco’s organizational documents remaining effective post-merger. This corporate action signifies a significant consolidation in the banking sector, with Wesbanco expanding its footprint following the acquisition of Premier and its subsidiary, Premier Bank.
The information provided in this article is based on the SEC filing by Premier Financial Corp.
In other recent news, WesBanco (NASDAQ:WSBC), Inc. and Premier Financial Corp. have received all necessary regulatory approvals for their upcoming merger. The merger is expected to be finalized around February 28, 2025, following a positive shareholder vote from both companies in December 2024. This strategic consolidation is set to create a financial institution with approximately $27 billion in assets, making it Ohio’s 8th largest bank by deposit market share and expanding its reach across nine states, including Indiana. WesBanco reported total assets of $18.7 billion as of the end of 2024, with its Trust and Investment Services managing $6.0 billion in assets. Premier Financial Corp., headquartered in Defiance, Ohio, operates Premier Bank with branches in Ohio, Michigan, Indiana, and Pennsylvania. The merger aims to capitalize on economies of scale and improve profitability metrics for the combined entity. The completion of this merger remains subject to customary closing conditions.
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