Monday, November 03, 2014NEW YORK -- Two law firms here are reviewing the sale, announced last Wednesday, of ESB Financial Corp., Ellwood City, Pa., to WesBanco Inc. of Wheeling, W.Va.
WesBanco agreed to pay $324.4 million, or $17.65 a share, in stock and cash, for ESB, the holding company of ESB Bank (READ STORY). Based on the closing price of ESB shares last Wednesday, WesBanco would pay a nearly 37% premium
Levi & Korinsky said it “is investigating the board of directors of ESB Financial Corp. for possible breaches of fiduciary duty and other violations of state law” related to the sale of the holding company to WesBanco. Under the terms of the agreement, ESB shareholders would receive 0.502 share of WesBanco stock and $1.76 in cash for each share of ESB stock. The investigation concerns whether the ESB board breached its fiduciary responsibility to stockholders by failing to adequately sound out potential buyers, and whether WesBanco is paying enough for ESB shares.
When the sale was announced, the ESB board said it was unanimous in its decision to accept WesBanco’s offer and the terms.
Harwood Feffer LLP also announced it is investigating whether whether there is a case to be made against the ESB directors.
Should the sale proceed, the combined entity would result in a financial institution pro forma with assets of $8.2 billion, 143 branches in Pennsylvania, Ohio and West Virginia, and 123 ATMs. It would also make the larger WesBanco one of the Top 10 banks in the Pittsburgh market, WesBanco officials said.
Published by The Business Journal, Youngstown, Ohio.
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