Fidelcor Inc., IVB Financial Corp. to Merge
Newman, A. Joseph, Jr., American Banker
PHILADELPHIA -- Fidelcor Inc., the $6.2 billion-asset parent of Fidelity Bank, and IVB Financial Corp., the $2.1 billion-asset parent of Industrial Valley Bank & Trust Co., said directors of the two firms approved a definitive merger agreement valued at $168 million.
Industrial Valley Bank would be merged into Fidelity Bank to form the biggest Philadelphia-based commercial bank, with 141 branches and deposits of $6.5 billion.
That would top the $4.6 billion in deposits of Philadelphia National Bank, a unit of CoreStates Financial Corp. The biggest institution here is Philadelphia Saving Fund Society, a diversified thrift with assets of around $16 billion. CoreStates would remain the biggest commercial bank holding company with $9.4 billion in assets.
Terms call for Fidelcor to acquire each of IVB's 3.23 million outstanding common shares for either $47 in cash or 1.88 shares of a new $25 Series B Fidelcor convertible preferred with an annual dividend of $2.15, convertible into 0.6725 shares of Fidelcor common. Fidelcor will pay up to $55 million in cash.
Fidelcor would be paying 1.57 times IVB's book value and more than 12 times IVB's earnings for the trailing four quarters. The $47 cash offer compares with IVB's price of about $38 per share just prior to the announcement of the merger.
Following the merger, Joseph A. Gallagher, 57, chairman and chief executive of IVB, will be chairman of the board of Fidelcor and chairman of the executive committee of Fidelity Bank.
Harold W. Pote, 38, chairman and chief executive of Fidelcor and retain his Fidelity Bank titles.
Bernard J. Morgan, 48, president and chief operating officer of Fidelcor and Fidelity Bank would become vice chairman and chief operating officer of Fidelcor and retain his titles at Fidelity Bank.
F. Robert Dieter, 54, president and chief operating officer of IVB, would become vice chairman of Fidelity Bank. …