By Lisa Kerner
Charlotte, N.C., June 8 - Yardville National Bancorp agreed to be acquired by the PNC Financial Services Group, Inc. for $35.00 per share in a cash and stock deal valued at about $403 million.
The acquisition is expected to close early in the fourth quarter of 2007 and is subject to Yardville shareholder approval, according to a company news release.
Total consideration is comprised of some 3.267 million shares of PNC common stock and $156 million in cash, or about 0.2923 of a share of PNC common stock and $14.00 in cash per share of Yardville stock.
The agreement includes a $14 million termination fee.
As part of the agreement, Yardville's F. Kevin Tylus entered into a three-year employment and retention agreement to be a regional president for PNC at a base salary of at least $330,750 per year plus stock.
Yardville chief executive officer Patrick M. Ryan entered into a one-year consulting agreement with PNC for a monthly fee of $20,000 as well as a cash settlement payment of $2.26 million, according to a form 8-K filing with the Securities and Exchange Commission.
In addition, active Yardville investor Lawrence B. Seidman entered into a non-interference agreement with PNC as well as a settlement agreement and mutual release with Yardville, a schedule 13D SEC filing stated.
Under the agreements, Seidman will be paid $100,053.06 to withdrawal his slate of nominees to the Yardville board as well as his request to declassify the board. Seidman, a 9.26% Yardville stakeholder, has been critical of the company over the past several weeks.
Yardville, based in Hamilton, N.J., operates as the bank holding company for the Yardville National Bank.
PNC is a diversified financial services company based in Pittsburgh.
| Acquirer: | The PNC Financial Services Group, Inc.
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| Target: | Yardville National Bancorp
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| Price per share: | 0.2923 of a PNC share and $14.00 in cash
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| Termination fee: | $14 million
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| Announcement date: | June 8
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| Expected closing: | Fourth quarter of 2007
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| Stock price for acquirer: | NYSE: PNC: $71.32 on June 7
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| Stock price for target: | Nasdaq: YANB: $34.15 on June 4
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