HUNTINGTON BANCSHARES INCORPORATED
AND CB&T FINANCIAL CORP. TO MERGE
/repeating from earlier
COLUMBUS, Ohio, Nov. 12 /PRNewswire/ --Huntington Bancshares Incorporated (NASDAQ: HBAN) and CB&T Financial Corp. (NASDAQ: CBTF) of Fairmont, W.Va. announced today that they have signed a definitive agreement with respect to a merger of CB&T into Huntington Bancshares West Virginia, Inc. CB&T is a bank holding company with total assets of $782 million which operates 25 banking offices in north central West Virginia.
The transaction involves the exchange of Huntington common stock for all outstanding shares of CB&T, and will be accounted for as a pooling of interests. Based on current estimates of CB&T's shareholders' equity, it is expected that the value of the transaction will be approximately $131.5 million or about $25.50 per share. As part of the transaction, CB&T granted Huntington a right to purchase up to 24.9 percent of CB&T's common stock under certain circumstances.
"This acquisition complements Huntington's existing presence in West Virginia and fits our strategy of making in-market acquisitions," stated Frank Wobst, chairman and chief executive officer of Huntington Bancshares Incorporated. "CB&T is a well-managed company that has demonstrated consistent, solid financial performance. Upon completion of the merger, Huntington Bancshares West Virginia, Inc. will be the fourth largest bank holding company in West Virginia with assets of approximately $1.4 billion. We expect dilution from this transaction to be minimal in 1993. Moreover, when the banks are fully integrated in 1994, we expect to recover any dilution and also enhance profitability as measured by return on assets and return on equity," added Wobst.
Consummation of the merger is subject to customary closing conditions, including approval by the shareholders of CB&T Financial Corp. and appropriate regulatory authorities. Upon completion of the transaction, William T. McLaughlin II, currently chairman, president and chief executive officer of CB&T, will become chairman and chief executive officer of Huntington Bancshares West Virginia, Inc. and J. Edward Dawson, who currently serves as treasurer of Huntington Bancshares West Virginia, Inc. and president of its subsidiary The Peoples National Bank of Martinsburg, will become president and chief operating officer. Edward Skriner, currently chairman, president and chief executive officer of Huntington Bancshares West Virginia, Inc. is continuing with previous plans to retire at the end of 1992.
William T. McLaughlin II, chairman, president, and chief executive officer of CB&T Financial Corporation stated, "We believe this merger is in the best interests of the shareholders, customers and employees of CB&T Financial Corp. We are pleased with the terms of the transaction, and believe they are comparable with other recently announced mergers in this market. This affiliation will enable CB&T customers to gain from the additional expertise, capacity, and financial products Huntington has to offer. Our employees will benefit from the greater training and advancement opportunities created by this union."
Huntington Bancshares Incorporated is a $14 billion regional bank holding company headquartered in Columbus, Ohio. The company's banking subsidiaries operate 275 offices in Ohio, Florida, Indiana, Kentucky, Michigan, Pennsylvania, and West Virginia.
Huntington's common stock is traded on the NASDAQ National Market System under the symbol "HBAN." CB&T's common stock is also traded on NASDAQ under the symbol "CBTF."
/CONTACT: Debra Dendahl Hadley of Huntington Bancshares Incorporated, 614-463-4304; or James R. Martin of CB&T Financial Corp., 304-367-2388/
(HBAN CBTF) CO: Huntington Bancshares; CB&T Financial Corp. ST: Ohio, West Virginia IN: FIN SU: TNM 577 11-12-92 15:02 EST KK -- CL015 -- 0321 11/12/92 15:42 EST