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Exhibit 99.2
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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 Frederirck P. Krott, Chairman, and Karl D.
Gerhart, President and Chief Executive Officer, of CIB.
The basic terms of the Agreement call for the tax-free exchange of .9
shares 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 CIB's book
value as of March 31, 2000.
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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 CIV 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 regulator 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immediately, National Penn has rescinded its existing authorization to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 facto4s 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
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County," said Wayne R. Weidner, President of National Penn. "Bernville's
longevity in Berks County and deep-seated comitment 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 expended 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 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 officers 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.
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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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