Park National Corporation, The Park National Bank and Anderson Bank Company sign definitive agreement and plan of merger Cincinnati-area bank to join The Park National Bank’s Southwest Ohio & Northern Kentucky Division
Exhibit 99.1
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August 14, 2006
Park National Corporation, The Park National Bank
and Xxxxxxxx Bank Company sign definitive agreement
and plan of merger
and Xxxxxxxx Bank Company sign definitive agreement
and plan of merger
Cincinnati-area bank to join The Park National Bank’s
Southwest Ohio & Northern Kentucky Division
Southwest Ohio & Northern Kentucky Division
NEWARK, Ohio — Park National Corporation (AMEX: PRK) (Park), its subsidiary The Park National
Bank, and Xxxxxxxx Bank Company, an Ohio state-chartered commercial bank (Xxxxxxxx), signed today a
definitive agreement and plan of merger pursuant to which Park would acquire Xxxxxxxx through the
merger of Xxxxxxxx with and into The Park National Bank under the national banking charter of The
Park National Bank. Xxxxxxxx is a full-service community bank whose main office is located in
Xxxxxxxx township on the east side of Cincinnati. Xxxxxxxx also has an office in Amelia, Ohio.
“Xxxxxxxx’x mission and way of doing business are exactly what we believe in and appreciate in
banking,” said Park Chairman and Chief Executive Officer X. Xxxxxx XxXxxxxx. “Xxxxxxxx’x products,
services and values align very well with those of the Park organization. Xxxxxxxx places the utmost
priority on empowering local bankers to serve customers quickly and completely, and understands the
importance of having a reliable relationship with your banker. Xxxxxxxx also proudly supports
various community organizations. We are delighted to welcome Xxxxxxxx’x team of professionals and
its customers into the Park family of community banks.”
Xxxxxxxx offers a variety of deposit and loan accounts for personal and business customers. It had
approximately $70 million in assets, $58 million in loans, $62 million in deposits and $7.3 million
in stockholders’ equity as of June 30, 2006. Xxxxxxxx’x net income was $380,000 for the first six
months of 2006 and $767,000 for the twelve months ended June 30, 2006. Park’s consolidated total
assets as of June 30, 2006 were approximately $5.4 billion.
The merger transaction is expected to close in late 2006, and is subject to the satisfaction of
customary conditions in the agreement and plan of merger and approvals of regulators and Xxxxxxxx’x
shareholders. The aggregate merger consideration consists of approximately $9.05 million in cash
and 86,137 common shares of Park. Based on the closing price of Park common shares on August 11,
2006, the aggregate merger consideration would be $17.72 million. Shareholders of Xxxxxxxx may
elect cash, Park common shares or a combination of cash and Park common shares. As of August 14,
2006, Xxxxxxxx had 533,550 common shares outstanding and 16,250 common shares were subject to
outstanding stock options. The weighted average exercise price for the outstanding stock options
was $10.65.
Xxxxxxxx’x two offices will become part of The Park National Bank of Southwest Ohio & Northern
Kentucky Division which has 11 offices, several throughout Clermont County as well as offices in
downtown Cincinnati, West Chester, Dayton, and Florence, Kentucky. It is headquartered in Milford,
Ohio and led by President Xxxx Xxxxxxx and an advisory board of local business professionals.
Xxxxxxxx’x President and CEO Xxxxx X. Xxxxxxx plans to retire after the merger transaction is
closed.
Park National Corporation
00 X. Xxxxx Xxxxxx, Xxxxxx, Xxxx 00000
xxx.xxxxxxxxxxxxxxxx.xxx
00 X. Xxxxx Xxxxxx, Xxxxxx, Xxxx 00000
xxx.xxxxxxxxxxxxxxxx.xxx
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“This is an excellent opportunity for Xxxxxxxx and we are eager to join the Park
organization,” said Xxxxxxxx President Xxxxx X. Xxxxxxx. “By working together with The Park
National Bank, we’ll be able to bring more options and capabilities to our customers, such as
trusts and investments, and we’ll continue successfully serving the communities around eastern
Cincinnati.”
Headquartered in Newark, Ohio, Park consists of 12 community banking divisions and two specialty
finance companies, all based in Ohio. Park operates 136 offices across 29 Ohio counties and one
Kentucky county through the following organizations: The Park National Bank, The Park National Bank
of Southwest Ohio & Northern Kentucky Division, Fairfield National Division, The Richland Trust
Company, Century National Bank, The First-Xxxx National Bank of Mount Xxxxxx, Farmers and Savings
Division, United Bank, N.A., Second National Bank, The Security National Bank and Trust Co., Unity
National Division, The Citizens National Bank of Urbana, Scope Leasing, Inc., and Guardian
Financial Services Company.
Safe Harbor Statement
Except for the historical and present factual information contained in this press release, the
matters discussed in this press release, including statements as to the expected benefits of the
merger transaction such as efficiencies, market profile, product offerings and financial strength,
and the competitive ability and position of the combined bank, and other statements identified by
words such as “will,” “expected,” “plans,” “approximately”, and similar expressions are
forward-looking statements within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially from those set forth in the
forward-looking statements, including the following: the ability to obtain regulatory approvals
and Xxxxxxxx shareholder approval of the merger transaction on the proposed terms and schedule; the
possibility that costs or difficulties related to the integration of the businesses of Xxxxxxxx and
The Park National Bank will be greater than expected or that the cost savings and any revenue
synergies of the combined banks following the merger transaction may be lower or take longer to
realize than expected; disruptions from the merger transaction may make it more difficult to
maintain relationships with customers, employees or suppliers; the impact of competition; and other
risk factors relating to our industry as detailed from time to time in the reports of Park filed
with the Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as
of the date on which they are made, and Xxxx undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the forward-looking statement
is made, except as required by applicable law. All subsequent written and oral forward-looking
statements attributable to Park or any person acting on Xxxx’s behalf are qualified by these
cautionary statements. Further information on other factors which could affect the financial
results of Park after the merger transaction are included in Park’s filings with the SEC. These
documents are available free of charge through the website maintained by the SEC at
xxxx://xxx.xxx.xxx and/or from Park.
Additional Information And Where To Find It
Park intends to file with the SEC a registration statement on Form S-4 containing a proxy
statement/prospectus that will be mailed to the shareholders of Xxxxxxxx in connection with the
merger transaction. Investors and shareholders of Xxxxxxxx are urged to read the proxy
statement/prospectus when it becomes available because it will contain important information about
Park, The Park National Bank, Xxxxxxxx and the merger transaction. Investors and shareholders will
be able to obtain a copy of the proxy statement/prospectus (when it is available), as well as other
filings containing information about Park, free of charge, through the website maintained by the
SEC at xxxx://xxx.xxx.xxx. Copies of the proxy statement/prospectus, and the filings with the SEC
that will be incorporated by reference in the proxy statement/prospectus, can also be obtained,
free of charge, by directing a request to Park National Corporation, 00 Xxxxx Xxxxx Xxxxxx, X.X.
Box 3500, Newark, Ohio 43058-3500, Attention: Xxxx X. Xxxxx, Chief Financial Officer
(740-349-3792), or to Xxxxxxxx Bank Company, 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000,
Attention: Xxxxx X. Xxxxxxx (513-232-9599).
Park National Corporation
00 X. Xxxxx Xxxxxx, Xxxxxx, Xxxx 00000
xxx.xxxxxxxxxxxxxxxx.xxx
00 X. Xxxxx Xxxxxx, Xxxxxx, Xxxx 00000
xxx.xxxxxxxxxxxxxxxx.xxx
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Xxxx and Xxxxxxxx and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Xxxxxxxx in respect of the
proposed merger transaction. Information about the directors and executive officers of Xxxx is set
forth in the proxy statement for Xxxx’s 2006 annual meeting of shareholders filed with the SEC.
Information about the directors and executive officers of Xxxxxxxx and their ownership of Xxxxxxxx
common shares will be contained in the proxy statement/prospectus that will be mailed to the
shareholders of Xxxxxxxx in connection with the merger transaction. Other information regarding
the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus
and other relevant materials to be filed with the SEC when they become available.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification of the securities
under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.
Media contacts:
Xxxxxxx Xxxxx, Park Communication Specialist 740.349.3754
Xxxx Xxxxx, Park Chief Financial Officer, 740.349.3792
Xxxxx X. Xxxxxxx, Xxxxxxxx President, 513.232.9599
Xxxxxxx Xxxxx, Park Communication Specialist 740.349.3754
Xxxx Xxxxx, Park Chief Financial Officer, 740.349.3792
Xxxxx X. Xxxxxxx, Xxxxxxxx President, 513.232.9599
Park National Corporation
00 X. Xxxxx Xxxxxx, Xxxxxx, Xxxx 00000
xxx.xxxxxxxxxxxxxxxx.xxx
00 X. Xxxxx Xxxxxx, Xxxxxx, Xxxx 00000
xxx.xxxxxxxxxxxxxxxx.xxx