Shareholders of National Penn Bancshares, Inc. (Nasdaq: NPBC)
voted today to approve the agreement and plan of merger under which
National Penn will merge with and into BB&T Corporation (NYSE:
BBT).
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View the full release here:
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Scott V. Fainor, president and CEO,
National Penn Bancshares, Inc. (Photo: Business Wire)
“We are very pleased that National Penn shareholders have
overwhelmingly supported the merger with BB&T. Partnering with
a community focused institution such as BB&T will benefit our
shareholders, employees, customers and communities,” said Scott
V. Fainor, president and CEO, National Penn.
Completion of the merger is subject to customary closing
conditions, including receipt of necessary regulatory
approvals.
About National Penn Bancshares,
Inc.:
National Penn Bancshares, Inc., with approximately $9.6 billion
in assets, is a bank holding company headquartered in Allentown,
Pennsylvania. National Penn Bank operates 124 branch offices
throughout Pennsylvania, New Jersey and Maryland.
National Penn’s financial services affiliates and divisions
include its National Penn Investors Trust Company
division; Institutional Advisors LLC; and National Penn
Insurance Services Group, Inc.
National Penn Bancshares, Inc. common stock is traded on the
Nasdaq Stock Market under the symbol “NPBC”. Please visit our Web
site at www.nationalpennbancshares.com to see our regularly posted
material information.
Cautionary Statement Regarding
Forward-Looking Information
This release contains forward-looking information about National
Penn Bancshares, Inc. (“National Penn”) that is intended to be
covered by the safe harbor for forward-looking statements provided
by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that are not historical
facts. These statements can be identified by the use of
forward-looking terminology such as “believe,” “expect,” “may,”
“will,” “should,’’ “project,” ”could,” “plan,’’ “goal,”
“potential,” “pro forma,” “seek,” “intend,’’ or “anticipate” or the
negative thereof or comparable terminology, and include discussions
of strategy, financial projections, guidance and estimates
(including their underlying assumptions), statements regarding
plans, objectives, expectations or consequences of announced
transactions, and statements about the future performance,
operations, products and services of National Penn and its
subsidiaries. National Penn cautions readers not to place undue
reliance on these statements.
National Penn’s business and operations are subject to a variety
of risks, uncertainties and other factors. Consequently, actual
results and experience may materially differ from those contained
in any forward-looking statements. Such risks, uncertainties and
other factors that could cause actual results and experience to
differ from those projected include, but are not limited to, the
following: Risks, uncertainties and other factors relating to the
merger of National Penn with and into BB&T Corporation
(“BB&T”), including the ability to obtain regulatory approvals
and meet other closing conditions to the merger and delay in
closing the merger, difficult conditions in the capital markets and
the economy generally, regulatory requirements or other actions
mandated by National Penn’s regulators, recent and ongoing changes
to the state and federal regulatory schemes under which National
Penn and other financial services companies operate (including the
Dodd-Frank Act and regulations adopted or to be adopted to
implement that Act), delayed improvement in the credit quality of
loans, the effect of credit risk exposure, the ability to
strategically manage our capital position and to raise capital,
allowance for loan losses may prove inadequate, variations in
interest rates, the geographic concentration of National Penn’s
operations, declines in the value of National Penn’s assets and the
effect of any resulting impairment charges, competition for
personnel and from other financial institutions, interruptions or
breaches of National Penn’s security systems, the development and
maintenance of National Penn’s information technology, potential
dilution of National Penn’s shareholders, the ability of National
Penn and its subsidiaries to pay dividends, severe weather and
natural disasters, and the nature and frequency of litigation and
other similar proceedings to which National Penn may be a party.
These risks and others are described in greater detail in National
Penn’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2014, as well as in National Penn’s Quarterly Reports
on Form 10-Q and other documents filed by National Penn with the
Securities and Exchange Commission (“SEC”) after the date thereof.
National Penn makes no commitment to revise or update any
forward-looking statements in order to reflect events or
circumstances occurring or existing after the date any
forward-looking statement is made.
Important Additional Information and
Where to Find It
In connection with the proposed merger, BB&T has filed with
the SEC a Registration Statement on Form S-4, as amended, that
includes a Proxy Statement of National Penn and a Prospectus of
BB&T, as well as other relevant documents concerning the
proposed transaction. SHAREHOLDERS OF NATIONAL PENN ARE URGED TO
READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about BB&T and National Penn,
may be obtained at the SEC’s Internet site (http://www.sec.gov).
You may also obtain these documents, free of charge, from BB&T
at www.bbt.com under the heading “About BB&T” and then under
the heading “Investor Relations” and then under “BB&T
Corporation’s SEC Filings” or from National Penn at
www.nationalpennbancshares.com under the heading “SEC Filings” and
then under “Documents”. Copies of the Proxy Statement/Prospectus
can also be obtained, free of charge, by directing a request to
BB&T Corporation, 150 South Stratford Road, Suite 300,
Winston-Salem, North Carolina 27104, Attention: Shareholder
Services, Telephone: (336) 733-3065 or to National Penn
Bancshares, Inc., 645 Hamilton Street, Suite 1100, Allentown, PA
18101, Attention: Shareholder Services, Telephone:
(610) 861-3983.
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version on businesswire.com: http://www.businesswire.com/news/home/20151216005938/en/
National Penn Bancshares, Inc.Investor Contact:Michael J.
Hughes, 484-709-3305michael.hughes@nationalpenn.comorMedia
Contact:Jacklyn Bingaman,
610-674-1325jacklyn.bingaman@nationalpenn.com
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