M&A - WESBANCO INC

Form Type: 8-K/A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000119312525067140

Filing Summary: On February 28, 2025, Wesbanco, Inc. completed its merger with Premier Financial Corp. in accordance with the Agreement and Plan of Merger dated July 25, 2024. This amendment to the initial 8-K filing supplements the original report by adding the historical financial statements of Premier Financial as well as the pro forma financial information for Wesbanco, providing insights into the financial performance of both entities post-merger. The financial statements for Premier Financial cover the period ending December 31, 2024, and 2023, with information for the preceding three years. Additionally, Wesbanco's unaudited pro forma condensed combined financial statements as of December 31, 2024, are included. This report solidifies details surrounding the transaction and financial preparations related to it.

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Form Type: DEF 14A

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025039418

Filing Summary: WesBanco, Inc. is convening its Annual Meeting of Shareholders on April 16, 2025, with significant agenda items including the election of ten directors for varying terms, a non-binding advisory vote on executive compensation, and ratification of Ernst & Young, LLP as the independent registered public accounting firm. This proxy statement, filed on March 14, 2025, also discloses the completion of a merger with Premier Financial Corp. on February 28, 2025, involving the issuance of approximately 28.7 million shares of common stock as part of the merger consideration. The statement outlines the voting rights and provisions for shareholders, including information on beneficial owners of over 5% of common stock and director compensation details. Shareholders are urged to sign and return the proxy card provided and may also vote online or by phone if shares are held directly. The document emphasizes the importance of shareholder input and participation during the meeting.

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Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000119312525025784

Filing Summary: On February 12, 2025, Wesbanco, Inc. and Premier Financial Corp. jointly announced that they have obtained all necessary regulatory approvals for their pending merger. The closing of the merger is anticipated to take place on or around February 28, 2025, but remains contingent upon the fulfillment of customary closing conditions. The companies previously filed a Registration Statement on Form S-4 with the SEC, which includes a joint proxy statement and prospectus, with the Form S-4 being declared effective on October 28, 2024. The special meetings of shareholders conducted on December 11, 2024, resulted in the approval of all matters related to the proposed merger transaction. The document encourages shareholders and interested parties to review the Registration Statement and related filings for important information regarding the merger.

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Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000095017025017103

Filing Summary: WesBanco, Inc. filed this current report on Form 8-K to provide information regarding the ongoing merger with Premier Financial. The report details that the merger process involved the filing of a Registration Statement on Form S-4 with the SEC, which included a joint proxy statement and prospectus concerning the shares of WesBanco's common stock to be issued in the proposed transaction. The Form S-4 was declared effective on October 28, 2024. Shareholder meetings were conducted on December 11, 2024, resulting in approval of all matters related to the merger. Although this communication does not substitute the Registration Statement or the proxy statement/prospectus, it emphasizes that interested parties should review these documents for important information pertaining to the merger.

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Form Type: 8-K

Filing Date: 2025-01-22

Corporate Action: Merger

Type: Update

Accession Number: 000095017025007790

Filing Summary: WesBanco, Inc. reported on January 22, 2025, regarding its proposed merger with Premier Financial. The company filed a Registration Statement on Form S-4 with the SEC, which includes a joint proxy statement and a prospectus related to shares of its common stock to be issued in the merger. The Form S-4 was declared effective on October 28, 2024, and both companies began mailing documents to shareholders on November 1, 2024, ahead of their special meetings held on December 11, 2024, where shareholders approved the transaction. The report emphasizes the importance for shareholders to review the Registration Statement and other relevant documents for comprehensive information regarding the merger. It also notes that the current report does not constitute an offer to sell or a solicitation of an offer to buy any securities.

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Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000095017025002207

Filing Summary: Wesbanco, Inc. reported on January 6, 2025, regarding their proposed merger with Premier Financial. The merger process involved the filing of a Registration Statement on Form S-4, which includes a joint proxy statement and prospectus. This registration was declared effective on October 28, 2024, with the mailing to shareholders commencing around November 1, 2024. Both companies held special meetings on December 11, 2024, where shareholders approved all necessary proposals related to the transaction. The report also mentions an upcoming conference call to discuss Q4 2024 financial results, scheduled for January 23, 2025.

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