STATE COLLEGE and LEWISBURG, Pa., April 20 /PRNewswire-FirstCall/ -- Omega
Financial Corporation, (Nasdaq: OMEF)($1.1 billion assets) and Sun Bancorp,
Inc. (Nasdaq: SUBI) ($1.0 billion assets) jointly announced today that Omega
Financial Corporation; parent company of Omega Bank N.A., Central Pennsylvania
Investment Company and subsidiary Omega Insurance Agency, and Central
Pennsylvania Life Insurance Company, has agreed to acquire Sun Bancorp, Inc.,
parent company of SunBank, Mid-Penn Insurance Associates, Sun Investment
Services, Bank Capital Services and Sentry Trust Company.
(Logo: http://www.newscom.com/cgi-bin/prnh/19990921/OMFCLOGO )
SunBank operates 23 financial centers in the central Pennsylvania counties
of Dauphin, Luzerne, Lycoming, Snyder, Union, Clinton and Northumberland.
Upon completion of the merger, SunBank will retain its name and operate as a
division of Omega Bank. Robert J. McCormack, President and CEO of SunBank will
serve as President of the SunBank Division of Omega Bank. Additionally, Mr.
McCormack will hold the title of Executive Vice President, Chief
Administrative Officer of Omega Financial Corporation. Three directors
mutually acceptable to both Sun Bancorp and Omega Financial will be appointed
to the Board of Directors of Omega Financial.
"This is a key strategic acquisition for us," stated David B. Lee,
Chairman, President and Chief Executive Officer of Omega Financial. "Omega
Financial and Sun Bancorp share many values that have helped both of us become
outstanding companies. Selecting a partner that shares our strong commitment
to shareholders, employees, clients, and to supporting great communities is
very important to us."
"This is an outstanding opportunity for our company to continue its growth
and success in an even larger capacity throughout the state," said Donita R.
Koval, President and Chief Executive Officer of Omega Bank and Chief Operating
Officer of Omega Financial. "The combined company will continue to focus on
earning 100% of our customer's business and helping them to succeed
financially."
"We are thrilled about joining the Omega Financial organization and
believe that this partnership will benefit the long-term interests of our
stakeholders - shareholders, customers, employees and the communities we
serve," said Robert J. McCormack, President and CEO of Sun Bancorp. "The two
companies have similar cultures and philosophies, including a commitment to
local decision-making. Omega has an outstanding reputation as a company that
values employees, clients, community support and has an excellent record of
providing value for shareholders as well as a comprehensive range of bank
products and services. By joining together we will create a premier financial
services organization in central and northeastern Pennsylvania. We're
confident that Omega is the right choice as a business partner."
Under the terms of the merger agreement, Sun Bancorp shareholders will be
entitled to receive either 0.664 shares of Omega Financial common stock for
each share of Sun Bancorp common stock or $23.25 in cash for each share held
subject to pro rata allocation such that 20% of Sun Bancorp common stock shall
be paid in cash and 80% will be in the form of Omega Financial Corporation
common stock. This transaction is expected to be accretive to Omega's earnings
per share by the end of the first full year of combined operations. The
combined assets of Omega Financial and Sun Bancorp based on both companies'
assets at March 31, 2004 will be approximately $2.1 billion.
The definitive agreement has been approved unanimously by the Boards of
Directors of both companies. The transaction is subject to all required
regulatory approvals and approvals by Omega Financial Corporation and Sun
Bancorp shareholders and certain other customary conditions. The transaction
is anticipated to close late in the third quarter or early fourth quarter
2004.
Sandler O'Neill & Partners, L.P. acted as exclusive financial advisor and
Blank Rome served as legal counsel to Omega Financial in this transaction.
Sun Bancorp was advised by Keefe, Bruyette & Woods with legal services
provided by Shumaker Williams.
A conference call is scheduled for April 21, 2004 at 10:00 a.m. EDT to
discuss this transaction. To participate, dial 1-877-232-4392. An electronic
presentation can be accessed beginning April 21, 2004 at 8:00 a.m.,
at http://www.omegafinancial.com/invrelations.html to serve as a reference and
summary of the live call and to provide dial-in instructions. The conference
call materials can be accessed up to 90 days on our web site
at http://www.omegafinancial.com/invrelations.html .
Omega Financial will be filing relevant documents concerning the
transaction with the United States Securities and Exchange Commission,
including a registration statement on Form S-4. Investors are urged to read
the registration statement on Form S-4 containing a prospectus/proxy statement
regarding the proposed transaction and any other documents filed with the SEC,
as well as any amendments to these documents, because they contain (or will
contain) important information. Investors are able to obtain those documents
free of charge at the SEC's website ( http://www.sec.gov ). In addition, documents
filed with the SEC by Omega Financial can be obtained, without charge, by
directing a request to Omega Financial Corporation, 366 Walker Drive, State
College, PA 16804, Attention: JoAnn McMinn, Corporate Controller (tel: 800-
494-1810). INVESTORS ARE URGED TO READ THESE DOCUMENTS, AS WELL AS ANY
AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION.
Omega Financial Corporation is a diversified financial service company
headquarted in State College, PA offering banking, insurance (insurance
products offered through Omega Insurance Agency), investments (securities
offered through PrimeVest Financial Services, a registered independent
broker/dealer, members NASD/SIPC), wealth management, and trust services
throughout their 44 community offices.
This news release contains certain forward-looking statements about the
proposed merger within the meaning of the Private Securities Litigation Reform
Act of 1995. These include statements regarding the anticipated future
results. Forward-looking statements can be identified by the fact that they
do not relate strictly to historical or current facts. They often include
words like "believe," "expect," "anticipate," "estimate" and "intend" or
future or conditional verbs such as "will," "would," "should," "could" or
"may." These forward-looking statements are based upon the current beliefs
and expectations of Omega Financial Corporation's and Sun Bancorp, Inc.'s
management and are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are beyond the
companies' control. In addition, these forward-looking statements are subject
to the assumptions set forth below with respect to future business strategies
and decisions that are subject to change. Actual results may differ
materially from the anticipated results discussed in these forward-looking
statements. Omega Financial Corporation and Sun Bancorp, Inc. do not
undertake any obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the forward-looking
statements are made. Factors that may cause actual results to differ
materially from those contemplated by such forward-looking statements include,
among other things, the following possibilities: (1) competitive pressure
among depository institutions increases significantly; (2) costs related to
the integration of the business of Omega Financial Corporation and Sun
Bancorp, Inc. are greater than expected; (3) operating costs, customer losses
and business disruption following the merger may be greater than expected; (4)
governmental approvals of the merger and/or the conversion may not be
obtained, or adverse regulatory conditions may be imposed in connection with
governmental approvals of the merger and/or the conversion; (5) Omega
Financial Corporation and/or Sun Bancorp, Inc. shareholders may fail to
approve the merger; (6) adverse governmental or regulatory policies may be
enacted; (7) changes in the interest rate environment reduces interest
margins; (8) general economic conditions, either nationally or in the states
in which the combined company will be doing business, are less favorable than
expected; (9) legislation or regulatory requirements or changes adversely
affect the business in which the combined company will be engaged; and (10)
changes may occur in the securities market.
SOURCE Omega Financial Corporation
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Related links:
http://www.omegafinancial.com
Photo Notes:
NewsCom:
http://www.newscom.com/cgi-bin/prnh/19990921/OMFCLOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
CONTACT:
Daniel L. Warfel, Chief Financial Officer of
Omega Financial Corporation, +1-814-231-5778; or Robert J.
McCormack, President & Chief Executive Officer of Sun Bancorp,
Inc., +1-570-523-4301
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