From Earlier: WesBanco Announces Agreement and Plan of Merger with Fidelity Bancorp, Inc.

WesBanco, Inc.

and Fidelity Bancorp, Inc.

jointly announced yesterday that they have executed a definitive Agreement and Plan of Merger providing for the merger of Fidelity with and into WesBanco. James C. Gardill, Chairman of the Board, and Paul M. Limbert, President & CEO, of WesBanco and Christopher S. Greene, Chairman of the Board, and Richard G. Spencer, President & CEO, of Fidelity, made the joint announcement. Under the terms of the Agreement and Plan of Merger, WesBanco will exchange a combination of its common stock and cash for Fidelity common stock. Fidelity shareholders will be entitled to receive 0.8275 shares of WesBanco common stock and cash in the amount of $4.50 per share for each share of Fidelity common stock. The exchange ratio is based on the average closing price of WesBanco over the 15 day period prior to announcement. The merger is expected to qualify as a tax-free reorganization. WesBanco expects the combination to be accretive to 2013 earnings per share, excluding merger-related expenses. The transaction, approved by the directors of both companies, is valued at $70.8 million, based on WesBanco's average common stock price noted above and Fidelity's diluted shares outstanding. The transaction values Fidelity at a price/common share book value of 153%, price to tangible book value of 162%, and a premium to core deposits of 6.6% based on March 31, 2012 financial results. Subject to the receipt of required approvals, it is expected that Fidelity will redeem all of its preferred stock and warrants held by the U.S. Treasury under the Capital Purchase Program prior to or upon closing of the merger. One-time charges related to the deal are anticipated to approximate $7.0 million, with cost savings totaling approximately 35% of Fidelity's total non-interest expense, to be fully phased in by 2014. Tangible book value per share dilution is expected to approximate 5.7%, considering estimated purchase accounting marks for various assets and liabilities, including a 3.4% gross credit mark on the loan portfolio. Earn back of such dilution is anticipated to be approximately 4 years and earnings accretion, excluding restructuring charges, is estimated at 6% annualized after cost savings are fully realized. The acquisition is subject to the approvals of the appropriate banking regulatory authorities and the approval vote of the shareholders of Fidelity. It is expected that the transaction will be completed late in the fourth quarter of 2012 or in early 2013.