EX-99.1
5
a05-15619_1ex99d1.htm
EX-99.1
Exhibit 99.1
NEWS
RELEASE
FOR
IMMEDIATE RELEASE
-
September 1, 2005
WILLOW GROVE BANCORP, INC. AND CHESTER VALLEY
BANCORP INC.
COMPLETE MERGER
Philadelphia,
Pennsylvania (September 1, 2005) Willow Grove Bancorp, Inc.
(NASDAQ:WGBC) ("Willow Grove") announced today that the merger of Chester
Valley Bancorp Inc. (NASDAQ:CVAL) ("Chester Valley") with Willow Grove was
completed following the close of business on August 31, 2005. In addition, the merger of Chester Valley's
wholly owned bank subsidiary, First Financial Bank, with Willow Grove Bank was
completed after the close of business on August 31
st
. The
former banking offices of First Financial Bank are now operating as the "First
Financial Division" of Willow Grove Bank. Donna M. Coughey, the former President and
Chief Executive Officer of Chester Valley and First Financial Bank, has
succeeded Frederick A. Marcell Jr. as President and Chief Executive Officer of
Willow Grove and Willow Grove Bank upon Mr. Marcell's retirement from
those positions. The merger has resulted
in a combined financial institution with approximately $1.5 billion in assets,
deposits in excess of $1.0 billion and 27 banking offices in Montgomery,
Chester, Bucks, Delaware and Philadelphia Counties, Pennsylvania.
Ms. Coughey
stated, "We are excited about the prospects of operating our now combined
banking franchise in three of the most attractive markets in southeast
Pennsylvania. We believe that as a locally based community bank with strong
market positions in Montgomery, Bucks and Chester Counties, and our presence in
northeastern Philadelphia coupled with our commitment to customer service
focused on the needs of our retail and small business customers puts us in a
unique position to grow our franchise and better serve our customers".
Ms. Rosemary
Loring, who recently succeeded William W. Langan as Chair of the Board of
Willow Grove and Willow Grove Bank, stated "This merger has resulted in the
combination of two well known banking franchises operating in some of the most
dynamic and fastest growing markets in the nation. We believe we have assembled
a first rate management team and that, with our expanded product lines,
increased lending limits and extensive cross-selling efforts, we will be
implementing an exciting and improved business plan. Finally, I would like to
recognize and thank my predecessor, Bill Langan, for all of his efforts in
bringing this merger together and in his leadership of Willow Grove over the
past 10 years. I look forward to his assistance in the future as he continues his
role as a director".
Frederick
A. Marcell Jr., former President and Chief Executive Officer of Willow Grove
and Willow Grove Bank, stated "I am gratified that we have successfully
completed this combination and view this as a fitting capstone for my career in
banking. As I continue in my term as a
director, I look forward to working with Donna and the six other former Chester
Valley directors who have joined our Board. I believe our prospects are very promising".
Page 1 of 3
Each
share of Chester Valley common stock was converted into the right to receive
either $27.90 in cash or 1.4823 shares of Willow Grove common stock. As previously disclosed in the merger
agreement and election materials mailed to Chester Valley shareholders, the
form of the merger consideration is subject to allocation and pro-ration in
accordance with the terms of the merger agreement to ensure that 35.24% of the
outstanding shares of Chester Valley will be converted into the right to
receive cash and 64.76% will be converted into the right to receive Willow
Grove stock. The election deadline is September 9, 2005 at 5:00 p.m.
Eastern Time. Questions concerning election procedures and the exchange of
Chester Valley stock certificates may be directed to the exchange agent,
Registrar and Transfer Company at 1-800-368-5948.
Approximately
5.0 million shares of Willow Grove common stock will be issued in the
transaction, bringing the number of issued and outstanding shares of Willow
Grove Bancorp to approximately 14.7 million.
Willow
Grove Bancorp, Inc. is the holding company for Willow Grove Bank, a
federally chartered savings bank. Willow
Grove Bank was founded in 1909 and conducts its business from its headquarters
in Maple Glen, Pennsylvania, with 26 additional branch locations in Bustleton,
Dresher, Hatboro, Holland, Huntingdon Valley, North Wales, Rhawnhurst, Roslyn
Valley, Somerton, Southampton, Warminster (two), Willow Grove, Downingtown,
Exton, Frazer, Thorndale, Westtown, Airport Village, Brandywine Square, Devon,
Kennett Square, Eagle, Coatesville, Avondale and West Chester, Pennsylvania.
Additional
information is available at: www.willowgrovebank.com.
Contacts:
Donna M. Coughey
,
President and Chief Executive Officer, Willow Grove Bancorp, Inc. and Willow
Grove Bank, (215) 646-5405
Joseph T. Crowley
, Chief Financial Officer, Willow Grove Bancorp, Inc. and Willow
Grove Bank, (610) 269-9700, Ext. 3085
The information contained
in this press release may contain forward-looking statements (as defined in the
Securities Exchange Act of 1934 and the regulations thereunder) which are not
historical facts or as to Willow Grove Bancorp, Inc. management's
intentions, plans, beliefs, expectations or opinions or with respect to the
acquisition of Chester Valley Bancorp.
These statements include, but are not limited to, financial projections
and estimates and their underlying assumptions; statements regarding plans,
objectives and expectations with respect to future operations, products and
services; and statements regarding future performance. Such statements are subject to certain risks
and uncertainties, many of which are difficult to predict and generally beyond
the control of Willow Grove Bancorp and its management, that could cause actual
results to differ materially from those expressed in, or implied or projected
by, the forward-looking information and statements. The following factors, among others, could
cause actual results to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) economic and
competitive conditions which could affect the volume of loan originations,
deposit flows and real estate values; (2) the levels of non-interest
income and expense and the amount of loan losses; (3) estimated cost
savings from the acquisition of Chester Valley Bancorp not being fully realized
within the expected time frame; (4) revenues following the acquisitions of
Chester Valley Bancorp, Inc. being lower than expected; (5) competitive
pressure among depository institutions increasing significantly; (6) costs
or difficulties related to the integration of the businesses of Willow Grove
Bancorp and Chester Valley Bancorp being greater than expected; (7) changes
in the
Page 2 of 3
interest rate environment
causing reduced interest margins; (8) general economic conditions, either
nationally or in the markets in which Willow Grove Bancorp is or will be doing
business, being less favorable than expected; or (9) legislation or
changes in regulatory requirements adversely affecting the business in which Willow
Grove Bancorp will be engaged as well as other factors discussed in the
documents filed by Willow Grove Bancorp with the Securities and Exchange
Commission ("SEC") from time to time.
Copies of these documents may be obtained from Willow Grove Bancorp upon
request and without charge (except for the exhibits thereto) or can be accessed
at the website maintained by the SEC at http://www.sec.gov. Willow Grove Bancorp undertakes no obligation
to update these forward-looking statements to reflect events or circumstances
that occur after the date on which such statements were made.
###
Page 3 of 3

EX - 99 . 1 5 a05 - 15619 _ 1ex99d1 . htm EX - 99 . 1 Exhibit 99 . 1 NEWS RELEASE FOR IMMEDIATE RELEASE - September 1 , 2005 WILLOW GROVE BANCORP , INC . AND CHESTER VALLEY BANCORP INC . COMPLETE MERGER Philadelphia , Pennsylvania ( September 1 , 2005 ) Willow Grove Bancorp , Inc . ( NASDAQ : WGBC ) ( " Willow Grove " ) announced today that the merger of Chester Valley Bancorp Inc . ( NASDAQ : CVAL ) ( " Chester Valley " ) with Willow Grove was completed following the close of business on August 31 , 2005 . In addition , the merger of Chester Valley 's wholly owned bank subsidiary , First Financial Bank , with Willow Grove Bank was completed after the close of business on August 31 st . The former banking offices of First Financial Bank are now operating as the " First Financial Division " of Willow Grove Bank . Donna M . Coughey , the former President and Chief Executive Officer of Chester Valley and First Financial Bank , has succeeded Frederick A . Marcell Jr. as President and Chief Executive Officer of Willow Grove and Willow Grove Bank upon Mr . Marcell 's retirement from those positions . The merger has resulted in a combined financial institution with approximately $ 1.5 billion in assets , deposits in excess of $ 1.0 billion and 27 banking offices in Montgomery , Chester , Bucks , Delaware and Philadelphia Counties , Pennsylvania . Ms . Coughey stated , " We are excited about the prospects of operating our now combined banking franchise in three of the most attractive markets in southeast Pennsylvania . We believe that as a locally based community bank with strong market positions in Montgomery , Bucks and Chester Counties , and our presence in northeastern Philadelphia coupled with our commitment to customer service focused on the needs of our retail and small business customers puts us in a unique position to grow our franchise and better serve our customers " . Ms . Rosemary Loring , who recently succeeded William W. Langan as Chair of the Board of Willow Grove and Willow Grove Bank , stated " This merger has resulted in the combination of two well known banking franchises operating in some of the most dynamic and fastest growing markets in the nation . We believe we have assembled a first rate management team and that , with our expanded product lines , increased lending limits and extensive cross - selling efforts , we will be implementing an exciting and improved business plan . Finally , I would like to recognize and thank my predecessor , Bill Langan , for all of his efforts in bringing this merger together and in his leadership of Willow Grove over the past 10 years . I look forward to his assistance in the future as he continues his role as a director " . Frederick A . Marcell Jr. , former President and Chief Executive Officer of Willow Grove and Willow Grove Bank , stated " I am gratified that we have successfully completed this combination and view this as a fitting capstone for my career in banking . As I continue in my term as a director , I look forward to working with Donna and the six other former Chester Valley directors who have joined our Board . I believe our prospects are very promising " . Page 1 of 3 Each share of Chester Valley common stock was converted into the right to receive either $ 27.90 in cash or 1 . 4823 shares of Willow Grove common stock . As previously disclosed in the merger agreement and election materials mailed to Chester Valley shareholders , the form of the merger consideration is subject to allocation and pro - ration in accordance with the terms of the merger agreement to ensure that 35 . 24 % of the outstanding shares of Chester Valley will be converted into the right to receive cash and 64 . 76 % will be converted into the right to receive Willow Grove stock . The election deadline is September 9 , 2005 at 5 : 00 p.m. Eastern Time . Questions concerning election procedures and the exchange of Chester Valley stock certificates may be directed to the exchange agent , Registrar and Transfer Company at 1 - 800 - 368 - 5948 . Approximately 5 . 0 million shares of Willow Grove common stock will be issued in the transaction , bringing the number of issued and outstanding shares of Willow Grove Bancorp to approximately 14 . 7 million . Willow Grove Bancorp , Inc . is the holding company for Willow Grove Bank , a federally chartered savings bank . Willow Grove Bank was founded in 1909 and conducts its business from its headquarters in Maple Glen , Pennsylvania , with 26 additional branch locations in Bustleton , Dresher , Hatboro , Holland , Huntingdon Valley , North Wales , Rhawnhurst , Roslyn Valley , Somerton , Southampton , Warminster ( two ) , Willow Grove , Downingtown , Exton , Frazer , Thorndale , Westtown , Airport Village , Brandywine Square , Devon , Kennett Square , Eagle , Coatesville , Avondale and West Chester , Pennsylvania . Additional information is available at : www.willowgrovebank.com . Contacts : Donna M . Coughey , President and Chief Executive Officer , Willow Grove Bancorp , Inc . and Willow Grove Bank , ( 215 ) 646 - 5405 Joseph T . Crowley , Chief Financial Officer , Willow Grove Bancorp , Inc . and Willow Grove Bank , ( 610 ) 269 - 9700 , Ext . 3085 The information contained in this press release may contain forward - looking statements ( as defined in the Securities Exchange Act of 1934 and the regulations thereunder ) which are not historical facts or as to Willow Grove Bancorp , Inc . management 's intentions , plans , beliefs , expectations or opinions or with respect to the acquisition of Chester Valley Bancorp . These statements include , but are not limited to , financial projections and estimates and their underlying assumptions ; statements regarding plans , objectives and expectations with respect to future operations , products and services ; and statements regarding future performance . Such statements are subject to certain risks and uncertainties , many of which are difficult to predict and generally beyond the control of Willow Grove Bancorp and its management , that could cause actual results to differ materially from those expressed in , or implied or projected by , the forward - looking information and statements . The following factors , among others , could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward - looking statements : ( 1 ) economic and competitive conditions which could affect the volume of loan originations , deposit flows and real estate values ; ( 2 ) the levels of non - interest income and expense and the amount of loan losses ; ( 3 ) estimated cost savings from the acquisition of Chester Valley Bancorp not being fully realized within the expected time frame ; ( 4 ) revenues following the acquisitions of Chester Valley Bancorp , Inc . being lower than expected ; ( 5 ) competitive pressure among depository institutions increasing significantly ; ( 6 ) costs or difficulties related to the integration of the businesses of Willow Grove Bancorp and Chester Valley Bancorp being greater than expected ; ( 7 ) changes in the Page 2 of 3 interest rate environment causing reduced interest margins ; ( 8 ) general economic conditions , either nationally or in the markets in which Willow Grove Bancorp is or will be doing business , being less favorable than expected ; or ( 9 ) legislation or changes in regulatory requirements adversely affecting the business in which Willow Grove Bancorp will be engaged as well as other factors discussed in the documents filed by Willow Grove Bancorp with the Securities and Exchange Commission ( " SEC " ) from time to time . Copies of these documents may be obtained from Willow Grove Bancorp upon request and without charge ( except for the exhibits thereto ) or can be accessed at the website maintained by the SEC at http://www.sec.gov . Willow Grove Bancorp undertakes no obligation to update these forward - looking statements to reflect events or circumstances that occur after the date on which such statements were made . # # # Page 3 of 3