M&A - PREMIER FINANCIAL CORP

Form Type: 15-12G

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525053507

Filing Summary: On February 28, 2025, Premier Financial Corp. completed a merger with Wesbanco, Inc. as outlined in the Merger Agreement dated July 25, 2024. Premier Financial merged with and into Wesbanco, with Wesbanco as the surviving entity. As a result of this merger, Premier Financial is terminating its registration and suspending its duty to file reports under the Securities Exchange Act of 1934.

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Form Type: 8-K

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525043541

Filing Summary: On February 28, 2025, Premier Financial Corp., an Ohio corporation, merged with Wesbanco, Inc., a West Virginia corporation, resulting in Wesbanco as the surviving entity. This merger was part of a definitive agreement dated July 25, 2024. As per the agreement, each share of Premier common stock was converted into 0.80 shares of Wesbanco common stock, with cash provided for any fractional shares. Upon completion of the merger, Premier ceased to exist as a separate entity, and all of its assets and liabilities were assumed by Wesbanco. The merger also resulted in the suspension of Premier's common stock trading on Nasdaq and a request for delisting. Furthermore, the organizational documents of Premier became void, with Wesbanco's documents taking effect instead. Various financial obligations and stock options were also addressed in the merger agreement.

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Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525025781

Filing Summary: On February 12, 2025, Premier Financial Corp. and Wesbanco, Inc. jointly announced through a press release that they have received all necessary regulatory approvals for their pending merger. The closing of the merger is anticipated to occur on or about February 28, 2025, contingent upon the satisfaction of customary closing conditions. A Registration Statement on Form S-4 was filed by Wesbanco with the SEC, including a joint proxy statement and prospectus related to the shares to be issued in the merger. Shareholders were informed to read the relevant documents filed with the SEC to gain important information regarding the merger.

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Form Type: 425

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000095017025017126

Filing Summary: WesBanco, Inc. is proceeding with its proposed merger with Premier Financial Corp., having filed a Registration Statement on Form S-4 with the SEC which includes a joint proxy statement and prospectus. The merger was approved by shareholders at special meetings on December 11, 2024. This report includes information about upcoming investor presentations and reaffirms that the communication is not an offer to buy securities. WesBanco emphasizes the importance of reviewing relevant merger documents for full information on the transaction.

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Form Type: 425

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000095017025010323

Filing Summary: On January 29, 2025, Wesbanco, Inc. filed a Form 425 with the SEC regarding its proposed merger with Premier Financial Corp. This communication is part of a transcript of a conference call held on January 23, 2025, where Wesbanco discussed its financial results and provided an update on the merger. The merger is positioned as transformative for Wesbanco, aiming to enhance community engagement and provide stronger financial services. Key highlights include the successful acquisition approval from shareholders of both companies, as well as from the state of West Virginia, while anticipating the final approvals from the Fed and FDIC. Wesbanco reported robust loan growth, fully funded by deposit increases, and demonstrated overall strong financial performance during 2024, which accompanies the merger. The company raised $200 million in common equity to strengthen its balance sheets ahead of the merger. The merger’s integration is projected to accelerate positive momentum and build on Premier’s community support legacy. The projected timeline indicates a first-quarter closing, contingent upon regulatory approvals. Forward-looking statements highlight potential challenges in merger outcomes, including the timing of closure, integration success, and achievement of anticipated cost savings and revenue synergies.

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Form Type: 425

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000095017025007807

Filing Summary: On January 22, 2025, WesBanco, Inc. reported earnings and provided updates regarding its proposed merger with Premier Financial Corp. The document details the financial results for Q4 and the entire year of 2024, highlighting a strong year-over-year loan growth of $1 billion alongside a matching deposit growth. Net income for Q4 2024 reached $47.1 million, an increase compared to $32.4 million in Q4 2023. The year-end total loans stood at $12.7 billion, and total deposits at $14.1 billion. Significant emphasis was placed on the pending merger with Premier Financial, including the submission of a Registration Statement on Form S-4 to the SEC, which was declared effective on October 28, 2024. Both companies' shareholders approved the merger following a special meeting held on December 11, 2024. The press release also mentions the implications of the merger for shareholders and the importance of reading the related Registration Statement and proxy materials for critical information.

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Form Type: 425

Filing Date: 2025-01-06

Corporate Action: Merger

Type: Update

Accession Number: 000095017025002231

Filing Summary: WesBanco, Inc. filed a Form 8-K reporting on January 6, 2025, regarding the pending merger with Premier Financial Corp. The report details that WesBanco's financial results for the fourth quarter of 2024 will be announced after market close on January 22, 2025, followed by a conference call on January 23, 2025, to discuss the results. The company has filed a Registration Statement on Form S-4 with the SEC, which includes a joint proxy statement and prospectus pertaining to the merger. This Registration Statement was declared effective on October 28, 2024, subsequent to which both companies mailed documents to their shareholders, who approved the merger during special meetings held on December 11, 2024. Shareholders are encouraged to review the relevant documents pertaining to the merger and to participate in the upcoming conference call for insights on financial performance.

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Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000095017024136179

Filing Summary: On December 11, 2024, Premier Financial Corp. held a Special Meeting of Shareholders where they voted on key proposals related to a merger with Wesbanco, Inc. A total of 35,841,244 shares were entitled to vote, with 25,089,024 shares present, representing 70% of the outstanding shares. The shareholders overwhelmingly approved the merger with 24,585,555 votes for and only 334,189 against. Additionally, they approved executive compensation related to the merger and the possibility of adjourning the meeting if needed. A joint press release on December 11 confirmed receipt of the necessary approvals for the merger.

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