Premier, WesBanco Set December Votes on Proposed Merger

YOUNGSTOWN, Ohio – Premier Financial Corp. and WesBanco took the next step toward their proposed merger, calling special meetings for their shareholders’ approval Dec. 11.

The announcement filed with the U.S. Securities and Exchange commission informed investors that based on fluctuations in the market since the merger was announced, the value of per share merger consideration that Premier stockholders will receive has dropped by $2.36, to $25.06, as of Oct. 28. However, the true amount will not be known until both banks’ shareholders vote to authorize the merger at their special meetings Dec. 11.

If the merger is completed, those with one share of Premier Financial common stock will receive eight-tenths of a share of WesBanco common stock as merger consideration.

Premier’s special meeting will be held virtually, and shareholders will be asked to consider adoption of the merger, as well as a nonbinding advisory vote for the compensation payable to named executive officers of Premier Financial in connection with the merger. Those five executives would be compensated a total of $7.18 million.

At WesBanco’s special meeting, which will be held in Wheeling, W.Va., shareholders will be asked to consider adoption of the merger and approve the issuance of shares of WesBanco common stock at a value of $2.0833 per share. If approved, a proposal would authorize the amount of Wesbanco common stock shares to increase from 100 billion to 200 million shares.

If approved by shareholders, the merger likely won’t be completed until sometime during the first quarter of 2025.

Premier and WesBanco announced their intentions to merge July 25. In the SEC filing, the boards of both banks urged shareholders to read the documents and approve the merger at their respective meetings.

If completed, Premier Financial Corp., headquartered in Defiance, and Premier Bank, headquartered in Youngstown, will be merged into WesBanco.

Published by The Business Journal, Youngstown, Ohio.