STATE COLLEGE and LEWISBURG, Pa., Sept. 13 /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
shareholders have approved a merger of the two organizations. Separate
shareholder meetings for each company were held on September 9, 2004. All
regulatory approvals have been obtained and the merger is expected to be
completed as of opening of business, October 1, 2004.
(Logo: http://www.newscom.com/cgi-bin/prnh/19990921/OMFCLOGO )
"The acquisition of Sun Bancorp will complete a key strategic goal,"
stated David B. Lee, Chairman, President and Chief Executive Officer of Omega
Financial. "The combination of the two companies will bring to Central
Pennsylvania a strong community-based financial institution, committed to the
highest levels of customer satisfaction. Together, we will present a sound,
reliable organization, whose performance will distinguish us from the
competition."
"We are pleased that Sun shareholders have approved the merger and look
forward to moving ahead. The Sun - Omega merger will create an exceptional
financial services franchise throughout central and northeastern Pennsylvania,
which will benefit customers and shareholders," commented Robert J. McCormack,
President and Chief Executive Officer of Sun Bancorp.
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. The combined assets of Omega Financial and Sun Bancorp based on
both companies' assets will be approximately $2.1 billion as of June 30, 2004.
Omega Financial Corporation is a diversified financial service company
headquartered 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 located in Centre, Clinton, Mifflin,
Juniata, Blair, Huntingdon and Bedford counties. SunBank operates 23 financial
centers in the central Pennsylvania counties of Dauphin, Luzerne, Lycoming,
Snyder, Union, Clinton and Northumberland.
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)
Omega Financial Corporation and/or Sun Bancorp, Inc. shareholders may fail to
approve the merger; (5) adverse governmental or regulatory policies may be
enacted; (6) changes in the interest rate environment reduces interest
margins; (7) general economic conditions, either nationally or in the states
in which the combined company will be doing business, are less favorable than
expected; (8) legislation or regulatory requirements or changes adversely
affect the business in which the combined company will be engaged; and (9)
changes may occur in the securities market.
SOURCE Omega Financial Corporation
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Related links:
http://www.omegafinancial.com
Photo Notes: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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