Tompkins Financial Corporation (NYSE-AMEX:“TMP”) and VIST Financial Corp (NASDAQ: “VIST”) announced today that they have entered into a definitive merger agreement under which Tompkins Financial will acquire VIST Financial Corp. Based on the average of the closing prices of Tompkins Financial common stock for the 20 trading days ending January 24, 2012, the all stock transaction is valued at approximately $86.0 million at the time of signing the merger agreement, or $12.50 per VIST common share. Under the terms of the merger agreement, VIST shareholders will receive 0.3127 shares of Tompkins Financial common stock for each share of VIST common stock held, subject to adjustment as more fully described later in this release.
Excluding one-time merger expenses, Tompkins Financial expects the transaction to be accretive to earnings per share in the first year and into the future . When the transaction is completed, Tompkins Financial will have approximately $4.8 billion in assets, $3.8 billion in deposits, and $2.9 billion in loans, with 67 banking offices. VIST Bank will operate as a subsidiary of Tompkins Financial with a separate banking charter, local management team, and local Board of Directors. Robert D. Davis will continue as President and CEO of VIST Bank.
“The merger with VIST is very consistent with Tompkins’ long-term growth strategy,” said Stephen S. Romaine, President and CEO of Tompkins Financial. “It gives Tompkins the opportunity to expand into one of the most attractive markets in the mid-Atlantic region with established locations and experienced staff. Although southeastern Pennsylvania will be a new region for Tompkins, the communities served by VIST have similar demographics to markets we serve in New York State, where Tompkins Financial’s integrated financial services model has been well received. VIST is located about the same distance from our headquarters in Ithaca as our Mahopac National Bank affiliate in NY’s Hudson Valley region, which has grown substantially since joining Tompkins in 2000.”
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