STATE COLLEGE, Pa. and LEWISBURG, Pa., Sept 20 /PRNewswire-FirstCall/ --
Omega Financial Corporation (Nasdaq: OMEF) and Sun Bancorp, Inc.
(Nasdaq: SUBI) announced today, in connection with their previously announced
merger, that, based on the election received from Sun Bancorp shareholders,
approximately 36% of Sun Bancorp's shareholders elected to receive cash for
their Sun Bancorp shares and approximately 64% (including shareholders who did
not submit elections) elected to receive shares of Omega Financial Corporation
for their Sun Bancorp shares.
(Logo: http://www.newscom.com/cgi-bin/prnh/19990921/OMFCLOGO )
Therefore, under the terms of the merger agreement:
- each share of Sun Bancorp common stock for which a shareholder elected
to receive Omega Financial Corporation common stock will be converted
into 0.664 shares of Omega Financial Corporation common stock; and
- each share of Sun Bancorp common stock for which a shareholder elected
to receive cash will be converted into $13.01 cash and 0.2923 shares of
Omega Financial Corporation common stock.
Omega Financial Corporation will not issue fractional shares. Instead,
Sun Bancorp shareholders will receive cash in lieu of fractional shares of
Omega Financial Corporation that the shareholder would otherwise be entitled
to receive.
Omega Financial Corporation and Sun Bancorp previously announced that each
of their shareholders approved the merger at separate shareholder meetings
held on September 9, 2004 and that they have received all requisite regulatory
approvals. As a result, it is anticipated that the merger will be completed
on October 1, 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)
adverse governmental or regulatory policies may be enacted; (5) changes in the
interest rate environment reduces interest margins; (6) general economic
conditions, either nationally or in the states in which the combined company
will be doing business, are less favorable than expected; (7) legislation or
regulatory requirements or changes adversely affect the business in which the
combined company will be engaged; and (8) changes may occur in the securities
market.
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.
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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