Filed by The PNC Financial Services Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: United National Bancorp
Commission File No. 000-16931
On August 21, 2003, The PNC Financial Services Group, Inc., a Pennsylvania
corporation, and United National Bancorp, a New Jersey corporation, jointly
issued the following press release:
CONTACTS:
MEDIA:
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Brian E. Goerke
(412) 762-4550
corporate.communications@pnc.com
INVESTORS:
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William H. Callihan
(412) 762-8257
investor.relations@pnc.com
THE PNC FINANCIAL SERVICES GROUP ANNOUNCES
DEFINITIVE AGREEMENT TO ACQUIRE UNITED NATIONAL BANCORP
EXPANDS PNC'S PRESENCE IN NEW JERSEY AND EASTERN PENNSYLVANIA
PITTSBURGH, PA, and BRIDGEWATER, NJ, Aug. 21, 2003 - The PNC Financial
Services Group, Inc. (NYSE: PNC) and United NationalBancorp (NASDAQ: UNBJ) today
announced that they have signed a definitive agreement for PNC to acquire United
National Bancorp for approximately $638 million in stock and cash.
United National Bancorp is a $3 billion asset bank holding company for
UnitedTrust Bank, which provides a full range of commercial and retail bank
services through 45 branches in New Jersey and seven branches in Pennsylvania.
With this acquisition, PNC will increase its customer base by more than 100,000
households and businesses.
"United National is a well-run organization with an exceptional work
force and a great geographic fit," said James E. Rohr, chairman and chief
executive officer of The PNC Financial Services Group. "UnitedTrust's retail and
business customers will be well served by our comprehensive product offerings
and our shared commitment to superior service. This agreement demonstrates our
commitment to strategically and prudently expand our high-performing banking
franchise. Combined with our recently announced Stop & Shop alliance, this
transaction dramatically enhances our presence in this very attractive market -
and we expect that it will be accretive to earnings in 2004."
"Combining with PNC makes great sense. We share a similar
customer-focused culture and a deep commitment to the communities we serve,"
said Thomas C. Gregor, chairman, president and chief executive officer of United
National Bancorp. "We look forward to working with the team at PNC to execute
the integration smoothly and enhance the value we provide to customers and
shareholders."
Under the terms of the merger agreement, which has been unanimously
approved by the Boards of Directors of both companies, United National Bancorp
will merge with and into a subsidiary of PNC, with the PNC subsidiary surviving
the merger. The transaction values each share of United National Bancorp at
approximately $33.89 based on PNC's closing NYSE stock price of $48.53 on August
20,
2003. United National Bancorp shareholders will be entitled to elect to
receive the merger consideration in shares of PNC common stock or in cash,
subject to pro-ration. The aggregate consideration is comprised of approximately
6.55 million shares of PNC common stock and $320 million in cash, subject to
adjustment. The actual value of the merger consideration to be paid upon closing
will be depend on the average PNC stock price shortly prior to completion of the
merger, and the cash and stock components on a per United National Bancorp share
basis will be determined at that time based on that average PNC stock price so
that each share of United National Bancorp receives consideration representing
equal value. The United National Bancorp stock options, currently with an
aggregate in-the-money value of approximately $11 million, will be cashed out
prior to closing, if not exercised.
The transaction is anticipated to close in January 2004. The merger is
subject to customary closing conditions, including regulatory approvals and the
approval of shareholders of United National Bancorp. After closing, UnitedTrust
Bank branches will assume the PNC Bank name. An integration team, which has been
formed with representatives from both companies, will report to Joseph C.
Guyaux, president of The PNC Financial Services Group.
"We believe that United National and PNC are an outstanding fit both
strategically and culturally," said Guyaux, "We both share the desire to grow
our core consumer and business banking franchise, provide excellent customer
service and continue our commitment to make a difference in our communities.
After getting to know United National's key leaders, we are very excited about
the role they will play in helping to expand PNC's franchise."
There is minimal branch overlap in conjunction with this transaction.
The transaction is expected to result in the reduction of approximately $31
million of operating expenses through the elimination of administrative and
operational redundancies by 2005.
Citigroup Global Markets Inc. acted as the financial advisor to PNC,
and Keefe, Bruyette & Woods, Inc. acted as the financial advisor to United
National.
CONFERENCE CALL AND SUPPLEMENTARY INFORMATION
PNC Chairman and Chief Executive Officer, James E. Rohr; PNC President,
Joseph C. Guyaux; and PNC Vice Chairman and Chief Financial Officer, William S.
Demchak, along with Thomas C. Gregor, chairman, president and chief executive
officer of United National Bancorp, will hold a conference call for investors at
10:30 a.m. (eastern time) today regarding the announcement of the acquisition.
Live webcast and telephone conference options are available. Internet access to
the webcast, which includes audio (listen-only) and slides with supplementary
information regarding the transaction, will be available on PNC's website at
www.pnc.com under "For Investors." Access to the conference call by telephone
will be available by calling 877-691-0878 (domestic) and 973-582-2741
(international).
Investors should call 5-10 minutes before the start of the call. Supplementary
information, which includes significant financial information that will be
discussed on the conference call, will be available on PNC's website under "For
Investors" prior to the beginning of the conference call. A replay of the
webcast will be available on PNC's website for thirty days, and a taped replay
of the audio portion of the conference call will be available for one week at
877-519-4471 (domestic) and 973-341-3080 (international), conference ID4128921.
The conference call may include a discussion of non-GAAP financial
measures, which, to the extent not so qualified during the conference call, is
qualified by GAAP reconciliation information that will be made available on
PNC's website under "For Investors." The conference call may include
forward-looking information, which along with the supplementary information and
this news release, is subject to the cautionary statements that follow.
FORWARD-LOOKING STATEMENT
This press release contains forward-looking statements with respect to
PNC's outlook or expectations with respect to the planned acquisition of United
National, the expected costs to be incurred in connection with the acquisition,
United National's future performance, and the consequences of the integration of
United National into PNC. Forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time. The
forward-looking statements in this press release speak only as of the date of
this press release, and PNC assumes no duty and does not undertake to update
them.
In addition to factors previously disclosed in PNC's SEC reports
(accessible on the SEC website at www.sec.gov and on PNC's website at
www.pnc.com) applicable to PNC's business generally (including, upon the
acquisition, those aspects currently operated by United National), the
forward-looking statements in this press release are subject to the following
risks and uncertainties:
o Completion of the transaction is dependent on, among other things,
receipt of stockholder and regulatory approvals, the timing of which
cannot be predicted with precision at this point and which may not be
received at all.
o The transaction may be materially more expensive to complete than
anticipated as a result of unexpected factors or events.
o The integration of United National's business and operations into PNC,
which will include conversion of United National's different systems and
procedures, may take longer than anticipated or be more costly than
anticipated or have unanticipated adverse results relating to United
National's or PNC's existing businesses.
o The anticipated cost savings of the acquisition may take longer to be
realized or may not be achieved in their entirety.
o The anticipated benefits to PNC are dependent in part on United
National's business performance in the future, and there can be no
assurance as to actual future results, which could be impacted by
various factors, including the risks and uncertainties generally related
to PNC's and United National's performance (with respect to United
National, see United National's SEC reports, also accessible on the SEC
website) or due to factors related to the acquisition of United National
and the process of integrating it into PNC.
PROXY STATEMENT/PROSPECTUS INFORMATION
THE PNC FINANCIAL SERVICES GROUP, INC. AND UNITED NATIONAL BANCORP WILL
BE FILING A PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS CONCERNING
THE MERGER WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE
"SEC"). WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED
BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. INVESTORS WILL BE ABLE TO OBTAIN THESE DOCUMENTS FREE OF
CHARGE AT THE SEC WEB SITE (WWW.SEC.GOV). IN ADDITION, DOCUMENTS FILED WITH THE
SEC BY THE PNC FINANCIAL SERVICES GROUP, INC. WILL BE AVAILABLE FREE OF CHARGE
FROM SHAREHOLDER SERVICES AT (800) 982-7652. DOCUMENTS FILED WITH THE SEC BY
UNITED NATIONAL BANCORP WILL BE AVAILABLE FREE OF CHARGE FROM THE SHAREHOLDER
RELATIONS AT (908) 429-2406.
THE DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN OTHER MEMBERS OF
MANAGEMENT OF UNITED NATIONAL BANCORP MAY BE SOLICITING PROXIES IN FAVOR OF THE
MERGER FROM ITS SHAREHOLDERS. FOR INFORMATION ABOUT THESE DIRECTORS, EXECUTIVE
OFFICERS, AND MEMBERS OF MANAGEMENT, SHAREHOLDERS ARE ASKED TO REFER TO UNITED
NATIONAL BANCORP'S MOST RECENT ANNUAL MEETING PROXY STATEMENT, WHICH IS
AVAILABLE ON UNITED NATIONAL BANCORP'S WEBSITE (WWW.UNITEDTRUST.COM) AND AT THE
ADDRESSES PROVIDED IN THE PRECEDING PARAGRAPH.
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United National Bancorp is a $3.0 billion asset holding company for
United Trust Bank, a state-chartered FDIC-insured commercial bank headquartered
in Bridgewater, N.J., operating 52 community banking offices throughout Essex,
Hunterdon, Middlesex, Morris, Somerset, Union and Warren counties in New Jersey
and Lehigh and Northampton counties in Pennsylvania. The Bank provides retail
banking, alternative financial products, insurance services, business banking
services, commercial lending, construction and commercial real estate lending,
consumer and mortgage lending and trust and investment services.
The PNC Financial Services Group, Inc., headquartered in Pittsburgh, is
one of the nation's largest diversified financial services organizations,
providing regional community banking; wholesale banking, including corporate
banking, real estate finance and asset-based lending; wealth management; asset
management and global fund services.