Immediate
Wayne R. Weidner, President, National Penn Bancshares, Inc. - 610-369-6282
Karl D. Gerhart, President & CEO, Community Independent
Bank, Inc. - 610-488-1251
NATIONAL PENN BANCSHARES AND
COMMUNITY INDEPENDENT BANK, INC.
TO COMBINE
BOYERTOWN, PA, - July 24, 2000 .... National Penn Bancshares, Inc. ("National
Penn")(NASDAQ/NMS:NPBC), parent company of National Penn Bank and Panasia Bank,
and Community Independent Bank, Inc. ("CIB")(AMEX:INB), parent company of
Bernville Bank, N.A., announced today the execution of a definitive agreement
for National Penn to acquire CIB. CIB is a $110 million one bank holding company
headquartered in Bernville, Pennsylvania, operating four community bank offices
in Berks County. The joint announcement was made today by Lawrence T. Jilk, Jr.,
Chairman and Chief Executive Officer, and Wayne R. Weidner, President, of
National Penn, and Frederick P. Krott, Chairman, and Karl D. Gerhart, President
and Chief Executive Officer, of CIB.
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The basic terms of the Agreement call for the tax-free exchange of .9
share of National Penn common stock for each share of CIB common stock. Based on
National Penn's July 21, 2000, closing price of $21.88 per share, the value per
share of CIB would be $19.69. This price equates to 56.25 times CIB's estimated
trailing twelve months earnings, and a multiple of 1.89 times CIB's book value
as of March 31, 2000.
As of today, CIB had 700,327 shares of common stock outstanding and
options for approximately 22,600 additional shares.
Upon completion of the merger of CIB into National Penn, National Penn
intends to merge Bernville Bank into National Penn Bank as part of its Berks
County Division.
One member of the CIB Board will be mutually selected to become a
director of National Penn and that person and another mutually-selected person
will become directors of National Penn Bank. All current members of the CIB
Board will become members of National Penn Bank's Berks County Division Board.
National Penn will have assets of $2.6 billion following the
acquisition, which is subject to regulatory approval, as well as approval of
shareholders of CIB. National Penn anticipates that the transaction will close
in the first quarter of 2001 and will be accounted for as a pooling of
interests. Effective immediately,
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National Penn has rescinded its existing authorization to repurchase its common
stock, which authorized the repurchase of up to 850,000 shares. During 2000,
National Penn has repurchased approximately 441,021 shares under the
authorization. Effective immediately, CIB has terminated its Dividend
Reinvestment Plan.
The merger is expected to be accretive to National Penn earnings in the
second year. As with any earnings estimate, there are factors that could cause
the actual results to differ materially, such as the factors discussed in
National Penn's filings with the Securities and Exchange Commission.
"The addition of Bernville Bank is highly complementary to National
Penn's existing franchise and will provide an excellent opportunity to increase
our market share in Berks County," said Wayne R. Weidner, President of National
Penn. "Bernville's longevity in Berks County and deep-seated commitment to be
aware of customers' needs is a natural fit with National Penn's philosophy."
Bernville's Chairman of the Board, Frederick P. Krott, said "The
affiliation with National Penn offers us an expanded opportunity to enhance our
product offerings, services, and delivery channels to both current and
prospective customers. Joining National Penn will provide our customers with the
continued benefit of a community bank philosophy, which always has been central
to our company. The expanded services and products
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available through this affiliation will enable us to increase the expansion of
our customer base in many respects. The increased level of total resources of
the merged companies will enable the Bernville franchise to better serve small
and large business customers, as well as individual consumers, by immediately
adding electronic banking services, trust services, and commercial cash
management products. We have gained an excellent reputation for our willingness
to serve the local community with competitive products while enhancing the
quality of life in the markets we service," stated Krott.
National Penn Bancshares, Inc. currently operates 56 banking offices in
southeastern Pennsylvania through National Penn Bank and its divisions, Chestnut
Hill National Bank, 1st Main Line Bank, National Asian Bank, and Elverson
National Bank, and three banking offices in the North Jersey - New York City
marketplace through Panasia Bank. Trust and investment management services are
provided through Investors Trust Company; brokerage services are provided
through Penn Securities, Inc.; and mortgage banking activities are provided
through Penn 1st Financial Services, Inc.
National Penn Bancshares, Inc. common stock is traded on the
Nasdaq Stock Market under the symbol "NPBC."
Additional information about the National Penn family is available on
National Penn's website at http://www.natpennbank.com.
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