STATE COLLEGE, Pa., Oct. 1 /PRNewswire-FirstCall/ -- Omega Financial
Corporation ("Omega") (Nasdaq: OMEF), a diversified financial service company
headquartered in State College, PA offering banking, insurance, investments,
wealth management and trust services, announced today that it has completed
the merger of Sun Bancorp, Inc. ("Sun") (Nasdaq: SUBI) into Omega. Prior to
the merger, Sun was the parent company of SunBank as well as several other
financial services and insurance subsidiaries. Following the merger of Sun
into Omega, SunBank, which operates financial centers in the central
Pennsylvania counties of Dauphin, Luzerne, Lycoming, Snyder, Union, Clinton
and Northumberland, was merged into Omega's banking subsidiary, Omega Bank.
SunBank has retained its name and will operate as a division of Omega Bank.
(Logo: http://www.newscom.com/cgi-bin/prnh/19990921/OMFCLOGO )
"This is an important strategic acquisition for us," stated David B. Lee,
Chairman and Chief Executive Officer of Omega. "Because SunBank and Sun's
other subsidiaries served a number of markets not served by Omega, the
acquisition of Sun's operations will complement and broaden our existing
customer base in central Pennsylvania."
In the merger of Sun into Omega, Sun shareholders will receive either
0.664 shares of Omega common stock for each share of Sun common stock or
$23.25 in cash for each share held, depending on shareholder elections and
subject to the allocation provisions of the merger agreement. Under the terms
of the merger agreement, 20% of Omega common stock will be exchanged for cash
and 80% of the outstanding Sun stock will be exchanged for Omega 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.
In connection with the transaction, the Boards of Directors of Omega and
Omega Bank have each appointed Robert A. Hormell, Maureen M. Bufalino and
Dennis J. Van, who were former directors of Sun, to serve as directors of
Omega and Omega Bank. Robert J. McCormack, former President and Chief
Executive Officer of Sun, has chosen to leave the organization to pursue other
interests.
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 management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the company's 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 does 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 Sun Bancorp, Inc. into Omega
Financial Corporation 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.
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
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