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Filed by: Fulton Financial Corporation
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14a-12 under the Securities
Exchange Act of 1934
Subject Company: Drovers Bancshares
Corporation (Commission File NO. O-10958
FOR IMMEDIATE RELEASE Drovers Bancshares Contact: John D. Blecher
Office: (717) 771-4241
Fulton Financial Contact: David C. Hosetter
Office: (717) 291-2456
Drovers Bancshares Corporation to Merge
With Fulton Financial Corporation
(December 27) - York, Pa. - Drovers Bancshares Corporation (NASDAQ: DROV),
parent company of The Drovers & Mechanics Bank, based in York, Pennsylvania, has
signed a definitive agreement to merge with Fulton Financial Corporation
(NASDAQ: FULT) based in Lancaster, Pennsylvania.
The merger announcement was made jointly today by A. Richard Pugh,
chairman, president and chief executive officer of Drovers Bancshares
Corporation and Rufus A. Fulton, Jr., chairman, president and chief executive
officer of Fulton Financial Corporation.
Pugh said that Drovers' affiliation with Fulton Financial "is a very
positive step for our customers, shareholders, associates and communities
because of our mutual belief that local bankers are best qualified to make the
right decisions in the markets where they live and work. In addition, our
respective product lines and ways of doing business are compatible. Fulton
Financial's proven successful business model, which places people and
relationships first, is one we regard highly. Our combined ability to increase
banking value and convenience for our customers living and working on both sides
of the river make this a perfect fit geographically."
"We are very pleased and excited about this merger," said Fulton. "Drovers
is an organization we have always admired because of its consistent history of
growth, earnings and asset quality as well as its strong market share in York
County."
Fulton Financial will acquire all issued and outstanding shares of common
stock of Drovers Bancshares. According to the merger agreement, each share of
Drovers common stock outstanding at the time of the merger will be exchanged for
1.24 shares of Fulton Financial common stock, subject to adjustment. Based on
the $22.94 per share closing price of Fulton Financial stock on December 26, the
transaction is valued at approximately $144.4 million. As
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of December 27, 2000, Drovers Bancshares has approximately 5.1 million shares of
common stock outstanding. The acquisition is expected to be accounted for on a
pooling of interest basis.
The price represents a multiple of 2.7 times Drovers Bancshares book
value as of September 30, 2000. The price equates to 16.5 times projected
2001earnings before expected operating efficiencies and revenue enhancements,
and to 26.1 times trailing 12-month earnings which were adversely affected by a
significant loan loss provision related to a single large credit relationship.
The merger is not expected to be dilutive to earnings. The merger is subject to
approval by bank regulatory authorities and Drovers Bancshares shareholders. It
is expected to close during the third quarter of 2001. Fulton Financial
Corporation expects to incur merger related charges of approximately $5 million.
Drovers has granted Fulton Financial an option to purchase 19.9% of its common
shares under certain conditions.
Upon completion of the merger of Drovers Bancshares into Fulton
Financial, Fulton Financial intends to merge Drovers Bank into Fulton Bank and
Drovers' former offices will be operated as "Drovers Bank, a division of Fulton
Bank". Mr. Pugh will remain as chairman, president and chief executive officer
of the newly created Drovers Bank division. Additionally, two members of the
Drovers Bancshares Board of Directors will become members of the Fulton
Financial Corporation Board and three members of the Drovers Bancshares
Corporation Board will become members of the Fulton Bank Board of Directors. All
current Drovers Bancshares Directors will comprise a newly created regional
board for the Drovers Bank division.
Drovers Bancshares, with approximately $755 million in assets, is based
in York and operates 16 community banking offices in York County, one community
banking office in Frederick County, Maryland, and a loan production office in
Cumberland County, Pennsylvania.
Fulton Financial Corporation operates 160 offices in Pennsylvania, Maryland,
Delaware and New Jersey through the following banking affiliates: Fulton Bank,
Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon, PA; Swineford National
Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton, PA; FNB Bank, N.A.,
Danville, PA; Hagerstown Trust Company, Hagerstown, MD; Delaware National Bank,
Georgetown, DE; The Bank of Gloucester County, Woodbury, NJ; The Woodstown
National Bank and Trust Company, Woodstown, NJ; The
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Peoples Bank of Elkton, Elkton, MD; and Skylands Community Bank, Hackettstown,
NJ. The Corporation's financial services affiliates include Fulton Financial
Advisors, N.A., Lancaster, PA; and Fulton Insurance Services Group Inc.,
Lancaster, PA.
In October 2000, Fulton Financial Corporation announced that it would
acquire Dearden, Maguire, Weaver and Barrett, Inc., an asset management company
based in West Conshohocken, Pennsylvania. This transaction is expected to close
in the first quarter of 2001. Additional information on Fulton Financial
Corporation is available on the Internet at www.fult.com.
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Drovers and its officers and directors may be deemed to be participants in the
solicitation of proxies from Drovers stockholders with respect to the
transactions contemplated by the merger agreement. Information regarding
Drovers' officers and directors is included in Drovers' Proxy Statement for its
2000 Annual Meeting, filed with the SEC on March 28, 2000. Drovers' 2000 Proxy
Statement also discloses the interests of such officers and directors in the
event of an acquisition of Drovers (including, among other things, the
acceleration of certain benefits or rights upon a "change-in-control"). Drovers'
Quarterly Reports on Form 10-Q, filed with the SEC on May 11, 2000, August 14,
2000 and November 14, 2000, contain additional disclosures concerning agreements
with Drovers' officers. Drovers' 2000 Proxy Statement and Quarterly Reports on
Form 10-Q are each available free of charge at the SEC's web site at www.sec.gov
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and from Drovers upon request. In addition to the interests disclosed in
Drovers' 2000 Proxy Statement and Quarterly Reports on Form 10-Q, upon
completion of the merger, A. Richard Pugh, Chairman, President and Chief
Executive Officer of Drovers, will enter into a five year employment agreement
with Fulton, pursuant to which he will serve as Chairman, President and Chief
Executive Officer of the Drovers Bank Division of Fulton Bank. Additionally,
pursuant to the merger agreement, two Drovers directors will become directors of
Fulton and three Drovers directors will become Fulton Bank directors. As of the
date of this news release, Drovers is not aware of any director or officer who
beneficially owns in excess of 5% of Drovers' common stock, except as disclosed
in its 2000 Proxy Statement.
Safe Harbor Statement: Except for historical information contained herein, the
matters discussed in this release are forward-looking statements. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability to achieve anticipated merger related
operational efficiencies, the ability to enhance revenues through increased
market penetration, expanded lending capacity and product offerings and other
risks detailed from time to time in Fulton's and Drovers' SEC filings, including
forms 10-Q and 10-K (copies of which are available from Fulton without charge in
hard copy or online at www.sec.gov). Fulton and Drovers disclaim any intention
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or obligation to publicly update or revise any forward-looking statements,
whether as a result of events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
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Additional Information and Where to Find It: It is expected that Fulton will
file a Registration Statement on SEC Form S-4, that Fulton and Drovers will file
a Proxy Statement/Prospectus with the Sec in connection with the transaction
discussed herein, and that Drovers will mail a Proxy Statement/Prospectus to
stockholders of Drovers containing information about the Acquisition. Investors
and security holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they are available. The Registration
Statement and the Proxy Statement/Prospectus will contain important information
about Fulton, Drovers, the acquisition of Drovers by Fulton, the persons
soliciting proxies relating to the acquisition, their interests in the
acquisition and related matters. Investors and security holders will be able to
obtain free copies of these documents through the website maintained by the SEC
at http://www.sec.gov. Free copies of the Proxy Statement/Prospectus and these
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other documents may also be obtained from Fulton by directing a request to
William R. Colmery, Secretary at (717) 291-2852 or from Drovers by directing a
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request to John D. Blecher, Secretary at (717) 771-4241. In addition to the
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Registration Statement and the Proxy Statement/Prospectus, Fulton and Drovers
file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for future information on the public reference rooms. Fulton's and Drover's
filings with the SEC are also available to the public from commercial
document-retrieval services and at the Web site maintained by the SEC at
http://www.sec.gov.
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