September 30, 2014  | Philadelphia, PA

ESB Financial Corporation (“ESB”) (NASDAQ: ESBF) (Ellwood City, PA), the holding company for ESB Bank, a $1.9 billion regional thrift holding company announced it has agreed to merge with WesBanco, Inc. (“WesBanco”) (NASDAQ: WSBC) (Wheeling, WV), the holding company for WesBanco Bank, Inc., in a deal valued at approximately $324.4 million.

Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, shareholders of ESB will receive 0.502 shares of WesBanco common stock and cash in the amount of $1.76 per share for each share of ESB common stock for a total value of approximately $17.65 per share or $324.4 million in aggregate. The exchange ratio is based on the average closing price of WesBanco common stock of $31.66 over the 15 day period ending on October 27, 2014. The merger is expected to qualify as a tax-free reorganization.

The transaction values ESB at a price to tangible book value per share of 191% and a price to last twelve months earnings ended September 30, 2014 of 18.1 times. The transaction is expected to be 3% accretive to earnings in 2015, excluding one-time charges, and 9-10% accretive to earnings in 2016 and beyond. Earn back of tangible book value dilution is anticipated to be 2.4 years using the incremental retained earnings approach and approximately 5.4 years using the cross-over approach, including all one-time charges.

At September 30, 2014, ESB had consolidated assets of approximately $1.9 billion, deposits of $1.3 billion, loans of $713 million and shareholders’ equity of $205 million.

At September 30, 2014, WesBanco had consolidated assets of approximately $6.3 billion, deposits of $5.1 billion, loans of $4.0 billion and shareholders’ equity of $789 million.

When the transaction is consummated, the combination of the two banking companies will create a bank with approximately $8.2 billion in total assets providing banking services through 143 branch locations and 128 ATM’s in three states. The transaction will expand WesBanco’s franchise by 23 offices located in the Pittsburgh MSA and Lawrence County, western Pennsylvania.

As a result of the merger, WesBanco will add to its board Ms. Zuschlag and another director of ESB or ESB Bank to be mutually agreed upon. All of the directors and named executive officers of ESB have entered into voting agreements with WesBanco pursuant to which they have agreed to vote their shares in favor of the transaction. The approximate four to six month time period leading to the consummation of the merger has officials of both organizations optimistic that organizing around customer service and product delivery can be effected with as little employee disruption as possible.

Mufson Howe Hunter initiated the transaction and acted as the exclusive financial advisor to ESB and rendered a fairness opinion to the board of directors of ESB.