YOUR VOTE IS VERY IMPORTANT

 

To Vote Your Shares, Please Complete, Date, Sign and Mail the Enclosed Proxy Card or Vote by Telephone or Internet Prior to the Special Meeting, Whether or Not You Plan to Attend the Special Meeting.

YOUR VOTE IS VERY IMPORTANT

 

To Vote Your Shares, Please Complete, Date, Sign and Mail the Enclosed Proxy Card or Vote by Telephone or Internet Prior to the Special Meeting, Whether or Not You Plan to Attend the Special Meeting.

 

SUMMARY

 

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. The merger agreement is attached to this joint proxy statement/prospectus as Annex A. To fully understand the merger and for a more complete description of the terms of the merger, you should carefully read this entire document, including the exhibits, and the documents we refer you to under the caption “Where You Can Find More Information About WesBanco and Oak Hill” beginning on page 73.

 

The Merger (See page 28)

 

We propose a merger of Oak Hill with and into WesBanco. If the merger is consummated, WesBanco will continue as the surviving corporation. The Articles of Incorporation and Bylaws of WesBanco will continue as the Articles of Incorporation and Bylaws of the surviving corporation until amended or repealed in accordance with applicable law. The officers and directors of WesBanco will continue as the officers and directors of the surviving corporation, except that four of the current directors of Oak Hill will be appointed to the board of directors of WesBanco.

 

The Companies (See pages 64 and 65)

 

WesBanco, Inc.

One Bank Plaza

Wheeling, West Virginia 26003

(304) 234-9000

 

WesBanco, a bank holding company headquartered in Wheeling, West Virginia, offers through its various subsidiaries a full range of financial services including retail banking, corporate banking, personal and corporate trust services, brokerage services, mortgage banking and insurance. WesBanco’s banking subsidiary WesBanco Bank, Inc., operates 78 banking offices in West Virginia, Ohio and Pennsylvania. As of June 30, 2007, WesBanco had approximately $4.0 billion of consolidated total assets, $3.0 billion of deposits and $405.6 million of shareholders’ equity.

 

Oak Hill Financial, Inc.

14621 State Route 93

Jackson, Ohio 45640

(740) 286-3283

 

Oak Hill is a bank holding company headquartered in Jackson, Ohio. Oak Hill was incorporated in 1981 under Ohio law for the purpose of becoming the holding company for Oak Hill Banks, an Ohio state-chartered bank that was established in 1902. Oak Hill Banks operates 36 banking offices and one loan office in central and southern Ohio. Through Oak Hill Banks, Oak Hill is engaged in the business of commercial banking and other permissible activities closely related to banking. At June 30, 2007, Oak Hill had total assets of $1.3 billion, total deposits of $958.2 million and shareholders’ equity of $94.8 million.

 

What Oak Hill Shareholders Will Receive in the Merger (See page 28)

 

If the merger is completed, for each share of Oak Hill common stock that you own you will receive, at your election, either 1.256 shares of WesBanco common stock or $38.00 in cash, without interest, subject to certain limitations and possible adjustment in accordance with the terms of the merger agreement as discussed below, unless, in each case, you properly perfect your dissenter’s rights under Ohio law. You may elect to exchange your Oak Hill common stock for cash, WesBanco common stock or a combination of both. Instead of fractional shares of WesBanco, you will receive a check for any fractional shares based on a value of $38.00 per whole share of WesBanco common stock. You will not receive separate consideration for the preferred stock purchase rights associated with the Oak Hill common stock issued pursuant to the Oak Hill Rights Agreement dated as of January 23, 1998, as amended, as such purchase rights will expire immediately prior to the effective time of the merger.

The total amount of cash and WesBanco common stock that will be paid to all Oak Hill shareholders in the merger is fixed by a requirement that 90% of the total number of outstanding shares of Oak Hill common stock be exchanged for WesBanco common stock and that 10% of the total number of outstanding shares of Oak Hill common stock be exchanged for cash. Accordingly, your election may be subject to pro-ration, which means that you may not receive all of the consideration in the form that you select. See “The Merger — What Oak Hill Shareholders Will Receive in the Merger” beginning on page 28 for a detailed discussion of the pro-ration procedures that may be used.

 

The 1.256 exchange ratio is subject to adjustment if certain termination provisions, based on the market price of WesBanco’s common stock, have been triggered and the Oak Hill board of directors elects to terminate the merger agreement. Oak Hill will have a right to terminate the merger agreement if the average closing price of WesBanco common stock during a specified period before the effective time of the merger is less than $23.22 per share and WesBanco common stock underperforms an index of financial institution stocks by a specified amount. However, Oak Hill would not have the right to terminate the merger agreement if WesBanco were to elect to make a compensating adjustment in the exchange ratio. See “The Merger — Termination of the Merger Agreement” beginning on page 59. The exchange ratio is also subject to adjustment if WesBanco completes certain corporate transactions, such as a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other like changes in WesBanco’s capitalization.

 

Reasons for the Merger and Recommendation to Shareholders (See pages 33 and 40)

 

WesBanco.  The WesBanco board of directors believes that the terms of the merger agreement and the merger are fair to, and in the best interests of, WesBanco and its shareholders. In reaching its decision, the WesBanco board considered several factors, including the enhancement of shareholder value and the ability of WesBanco to compete in the future financial services industry. The WesBanco board of directors believes that the financial services industry is becoming increasingly competitive, and that the merger will provide WesBanco’s shareholders with substantial benefits. WesBanco’s board of directors believes that the merger is fair to you and in your best interest and unanimously recommends that you vote for the adoption of the merger agreement and approval of the merger and the related issuance of shares of WesBanco common stock in connection with the merger.

 

Oak Hill.  The Oak Hill board of directors believes that the terms of the merger agreement and the merger are fair to, and in the best interests of, Oak Hill and its shareholders. The Oak Hill board of directors believes that the financial services industry is becoming increasingly competitive, and that the merger will provide Oak Hill’s shareholders with substantial benefits. Oak Hill’s board of directors believes that the merger is fair to you and in your best interest and unanimously recommends that you vote for the adoption of the merger agreement and approval of the merger.

 

Opinions of Financial Advisors (See pages 34 and 41)

 

WesBanco.  WesBanco asked its financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), for advice on the fairness to WesBanco of the consideration that WesBanco is offering in the merger. KBW rendered a written opinion to the WesBanco board of directors that, as of July 19, 2007, and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid by WesBanco pursuant to the merger agreement was fair from a financial point of view to WesBanco. See “The Merger — Opinion of WesBanco’s Financial Advisor” beginning on page 41. This opinion, which is attached to this document as Annex B, sets forth the procedures followed, assumptions made and limitation on the review undertaken by KBW in providing its opinion. Please read this opinion carefully and in its entirety.

 

Oak Hill.  Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) delivered its opinion to the Board of Directors (the “Board”) of Oak Hill on July 19, 2007 that, based upon and subject to the factors and assumptions set forth in the opinion, the Merger Consideration (as defined in Stifel Nicolaus’ opinion letter) to be received by the holders of shares of Oak Hill’s common stock (other than dissenting shares and certain other parties as set forth in Stifel Nicolaus’ opinion letter) in the merger pursuant to the merger agreement was fair to such holders, from a financial point of view as of that date.

The full text of the written opinion of Stifel Nicolaus dated July 19, 2007, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this joint proxy statement/prospectus. Stifel Nicolaus has provided an updated opinion as of the date of this joint proxy statement/prospectus. Oak Hill’s shareholders should read the opinion in its entirety. Stifel Nicolaus provided its opinion for the information and assistance of the Board of Oak Hill in connection with the Board’s consideration of the merger. Stifel Nicolaus’ opinion is not a recommendation as to how any Oak Hill shareholder should vote with respect to the merger. See “The Merger — Opinion of Oak Hill’s Financial Advisor” beginning on page 34 for a description of Stifel Nicolaus’ fairness opinion and a summary of the analyses performed by Stifel in connection with its opinion.

 

How to Choose Stock or Cash for your Oak Hill Shares (See page 30)

 

If you are an Oak Hill shareholder, you will receive an election form from the exchange agent on which you may elect to receive cash, WesBanco common stock or a combination of stock and cash in exchange for your shares of Oak Hill common stock. You may also make “no election” as to whether you receive cash or WesBanco common stock as payment for your Oak Hill shares. Your choice will be honored to the extent possible, but because of the overall limitations on the number of Oak Hill shares that will be exchanged for cash and the number of Oak Hill shares that will be exchanged for WesBanco common stock, whether you receive the amount of cash and/or stock that you request will depend on what other Oak Hill shareholders elect to receive as consideration for their shares. Therefore, you may not receive exactly the form of consideration that you elect. We make no recommendation as to whether you should elect to receive cash or stock in the merger. You must make your own decision with respect to your election. See “The Merger — Consideration Election Procedures and Exchange of Oak Hill Certificates” beginning on page 30. YOU SHOULD SAVE THIS JOINT PROXY STATEMENT/PROSPECTUS SO YOU MAY CONSULT IT IN MAKING YOUR ELECTION WHEN YOU RECEIVE YOUR ELECTION FORM.

 

Treatment of Oak Hill Stock Options (See page 31)

 

Under the merger agreement, holders of options to purchase Oak Hill common stock may select how their options are treated in the merger. Option holders may choose to hold their stock options and have them converted into options to purchase shares of WesBanco common stock at the effective time of the merger or they may choose to have the options terminated and, in exchange, receive cash in an amount equal to the difference between $38.00 and the exercise price of the terminated stock options. See “The Merger — Treatment of Oak Hill Stock Options” beginning on page 31.

 

Special Meetings (See pages 24 and 26)

 

WesBanco.  A special meeting of WesBanco’s shareholders will be held in the 7^th Floor Board Room of WesBanco’s offices located at One Bank Plaza, Wheeling, West Virginia, 26003, on November 16, 2007, at 1:00 p.m., E.S.T. At the special meeting, WesBanco shareholders will be asked to adopt the merger agreement and approve the merger and the related issuance of shares of WesBanco common stock in connection with the merger.

 

Oak Hill.  A special meeting of Oak Hill’s shareholders will be held at the Ohio State University Extension South District Office, 17 Standpipe Road, Jackson, Ohio, 45640, on November 16, 2007 at 1:00 p.m., E.S.T. At the special meeting, Oak Hill shareholders will be asked to adopt the merger agreement and approve the merger.

 

Record Dates; Voting Power (See pages 24 and 26)

 

WesBanco.  You may vote at the special meeting only if you owned shares of WesBanco common stock at the close of business on October 8, 2007, referred to as the record date. On the record date, there were 20,628,092 shares of WesBanco common stock outstanding. You may cast one vote for each share of WesBanco common stock owned by you on the record date. You can vote your shares by telephone, the Internet or by returning the enclosed proxy by mail, or you may vote in person by appearing at the special meeting. You can change your vote as late as the date of the special meeting either by submitting a later-dated proxy by telephone, the Internet or by mail, that is received prior to the special meeting or by attending the special meeting and voting in person.

 

Oak Hill.  You may vote at the special meeting only if you owned shares of Oak Hill common stock at the close of business on October 8, 2007, referred to as the record date. On the record date, there were 5,370,704 shares

of Oak Hill common stock outstanding. You may cast one vote for each share of Oak Hill common stock owned by you on the record date. You can vote your shares by telephone, the Internet or by returning the enclosed proxy by mail, or you may vote in person by appearing at the special meeting. You can change your vote as late as the date of the special meeting either by submitting a later-dated proxy by telephone, the Internet or by mail, that is received prior to the special meeting or by attending the special meeting and voting in person.

 

Vote Required (See pages 24 and 26)

 

WesBanco.  The holders of at least a majority of the outstanding shares of WesBanco must vote in favor of the adoption of the merger agreement and approval of the merger and the related issuance of shares of WesBanco common stock in connection with the merger. As of the record date, the directors and executive officers of WesBanco controlled approximately 6.1% of the outstanding shares of WesBanco common stock entitled to vote at the special meeting.

 

Oak Hill.  The holders of at least two-thirds of the outstanding shares of Oak Hill must vote in favor of the adoption of the merger agreement and approval of the related merger. As of the record date, the directors and executive officers of Oak Hill controlled approximately 28.4% of the outstanding shares of Oak Hill common stock entitled to vote at the special meeting. In addition, certain officers and directors of Oak Hill have entered into voting agreements with WesBanco wherein the officer or director has agreed to vote their Oak Hill shares in favor of the merger. See “Other Material Agreements Relating to the Merger — Voting Agreements.”

 

Voting Agreements (See page 63)

 

In connection with the merger agreement, WesBanco entered into voting agreements with certain Oak Hill directors and officers, consisting of John D. Kidd, D. Bruce Knox, Neil S. Strawser, Donald P. Wood and Evan E. Davis, a director emeritus of Oak Hill. In the voting agreements, each of these shareholders has generally agreed to vote, and granted WesBanco an irrevocable proxy and power of attorney to vote, all of his shares of Oak Hill common stock in favor of the merger. See “Other Material Agreements Relating to the Merger — Voting Agreements.”

 

Quorum; Abstentions and Broker Non-Votes (See pages 24 and 26)

 

A quorum must be present to transact business at each of the special meetings. If you submit a properly executed proxy card, even if you abstain from voting, your shares will be counted for purposes of calculating whether a quorum is present at each of the special meetings. A quorum at each special meeting requires the presence, whether in person or by proxy, of a majority of the voting shares issued and outstanding as of the record date and entitled to vote at each special meeting.

 

Shares held in street name by brokers and other record holders but not voted at each special meeting because such brokers have not received voting instructions from the underlying owners are called broker non-votes. An abstention occurs when a shareholder attends a meeting, either in person or by proxy, but abstains from voting. If no instruction as to how to vote is given (including an instruction to abstain) in an executed, duly returned and not revoked proxy, the proxy will be voted for adoption of the merger agreement and approval of the merger, in the case of the Oak Hill special meeting, and for adoption of the merger agreement and approval of the merger and the related issuance of shares of WesBanco common stock in connection with the merger, in the case of the WesBanco special meeting.

 

At each special meeting, abstentions and broker non-votes will be counted in determining whether a quorum is present. In addition, abstentions, broker non-votes and a complete failure to vote will have the effect of a vote against adoption of the merger agreement and approval of the merger, in the case of the Oak Hill special meeting, and against adoption of the merger agreement and approval of the merger and the related issuance of shares of WesBanco common stock in connection with the merger, in the case of the WesBanco special meeting.

 

Oak Hill’s Dissenter’s Rights (See page 49)

 

Oak Hill shareholders have the right to demand “fair cash value” for their shares of Oak Hill common stock. This means that if they do not vote in favor of the adoption of the merger agreement and approval of the merger,

make a written demand to Oak Hill for payment of the fair cash value of their shares and strictly comply with the applicable statutory procedures, they will be entitled to receive a judicial determination of the fair cash value of their Oak Hill shares and to receive payment of this fair cash value, together with an equitable rate of interest. See “The Merger — Dissenter’s Rights” beginning on page 49, and Annex D, which is a copy of § 1701.85 of the Ohio General Corporation Law that governs a dissenting shareholder’s demand for payment of the fair cash value of his or her shares.

 

Ownership of WesBanco after the Merger

 

WesBanco will issue a maximum of approximately 6,473,692 shares of its common stock to Oak Hill shareholders in connection with the merger, based on the number of shares of Oak Hill and options to purchase shares of Oak Hill outstanding on the record date, which, assuming that WesBanco issues that maximum number of shares, would constitute approximately 23.9% of the outstanding stock of WesBanco after the merger, based on the number of shares of WesBanco common stock outstanding on October 8, 2007. The shares will be listed for trading on the NASDAQ Global Select Market. WesBanco common stock is traded on the NASDAQ Global Select Market under the symbol “WSBC.”

 

Material U.S. Federal Income Tax Consequences (See page 51)

 

The merger is intended to qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Tax Code”). It is a condition to the completion of the merger, unless waived by the parties in writing, that each of WesBanco and Oak Hill receives a legal opinion from their respective tax counsel to the effect that the merger will be treated as a “reorganization” under the Tax Code. If the merger qualifies as a “reorganization,” the tax consequences to a holder of shares of Oak Hill common stock will generally depend on whether such shareholder receives only shares of WesBanco common stock, only cash, or a combination of WesBanco common stock and cash in exchange for its Oak Hill common stock. If the merger does not qualify as a “reorganization,” a holder of Oak Hill common stock generally will be required to recognize gain or loss measured by the difference between the fair market value of the WesBanco common stock plus cash received by such holder in the transaction and the adjusted tax basis in its Oak Hill common stock surrendered in the transaction.

 

The actual federal income tax consequences of the transaction to you will not be ascertainable at the time you make your election because we will not know to what extent the allocation and pro-ration procedures will apply to your election. You should read the summary under the caption “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 51 for a more complete discussion of the federal income tax consequences of the merger.

 

The United States federal income tax consequences described above may not apply to all holders of Oak Hill common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your own tax advisor concerning all federal, state, local, gift, and foreign tax consequences of the merger that may apply to you.

 

Certain Differences in the Rights of Shareholders (See page 66)

 

Oak Hill is an Ohio corporation governed by Ohio law and WesBanco is a West Virginia corporation governed by West Virginia law. Once the merger occurs, Oak Hill shareholders who receive WesBanco common stock in the merger will become shareholders of WesBanco and their rights will be governed by West Virginia law and WesBanco’s corporate governing documents rather than Ohio law and Oak Hill’s governing documents. Because of the differences between the laws of the states of Ohio and West Virginia and the respective corporate governing documents of Oak Hill and WesBanco, Oak Hill’s shareholders’ rights as shareholders will change as a result of the merger. See “Comparative Rights of Shareholders” beginning on page 66.

 

Conditions to the Merger (See page 58)

 

Completion of the merger is subject to the satisfaction or waiver of the conditions specified in the merger agreement, including, among others, those listed below:

 

 

 

Termination of the Merger Agreement (See page 59)

 

The parties can agree to terminate the merger agreement at any time prior to completion of the merger, and either Oak Hill or WesBanco can terminate the merger agreement if, among other reasons, any of the following occurs:

 

 

Oak Hill will also have the right to terminate the merger agreement if the average closing price of WesBanco common stock during a specified period before the effective time of the merger is less than $23.22 and WesBanco common stock underperforms an index of financial institutions by fifteen percent, unless WesBanco were to elect to make a compensating adjustment to the exchange ratio. Subject to certain conditions, Oak Hill may also terminate the merger agreement in order to enter into an agreement with respect to an unsolicited proposal that if consummated would be reasonably likely to result in a transaction more favorable to Oak Hill’s shareholders from a financial point of view, provided that Oak Hill pays the termination fee described below.

 

Termination Fee (See page 62)

 

The merger agreement provides that in certain circumstances, described more fully beginning on page 62, Oak Hill will be required to pay a termination fee of $6 million to WesBanco.

 

We May Amend the Terms of the Merger and Waive Rights Under the Merger Agreement (See page 63)

 

We may jointly amend the terms of the merger agreement, and either party may waive its right to require the other party to adhere to any of those terms, to the extent legally permissible. However, after the approval of the merger agreement by the respective shareholders of WesBanco or Oak Hill, no amendment or waiver that reduces or changes the form of the consideration that will be received by Oak Hill shareholders may be accomplished without the further approval of such shareholders.

 

Effective Date of the Merger

 

We expect the merger to be completed as soon as practicable after all regulatory approvals and shareholder approval have been received. We expect this to occur on or about November 30, 2007.

 

Regulatory Approvals (See page 48)

 

In addition to your approval, the merger is subject to the approval of the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve Board, and the Ohio Division of Financial Institutions. If the Federal Reserve Board approves the merger, the United States Department of Justice has 15 days in which to challenge the approval on antitrust grounds. We cannot complete the merger until after the 15-day waiting period. These governmental authorities may impose conditions for granting approval of the merger.

Oak Hill and WesBanco have filed all required applications for regulatory review and approval and notices in connection with the merger. Neither Oak Hill nor WesBanco can offer any assurance that all necessary approvals will be obtained or the date when any such approvals will be obtained.

 

Interests of Certain Persons in the Merger (See page 46)

 

Some of the directors and officers of Oak Hill have financial and other interests in the merger that differ from, or are in addition to, their interests as shareholders of Oak Hill. These interests include:

 

 

The Oak Hill and WesBanco boards of directors knew about these additional interests, and considered them, when each board adopted the merger agreement. See “The Merger — Interests of Certain Persons in the Merger” beginning on page 46.

 

Ownership of Common Stock by Directors, Executive Officers and Affiliates (See pages 24 and 26)

 

WesBanco.  As of the record date, the directors, executive officers and affiliates of WesBanco owned or controlled the vote of 3,033,644 shares of WesBanco common stock constituting approximately 14.7% of the outstanding shares of WesBanco common stock. The holders of at least a majority of the outstanding shares of WesBanco must vote in favor of the merger agreement in order to approve the merger agreement, assuming a quorum is present. See “The Special Meeting of WesBanco Shareholders — Beneficial Ownership of WesBanco Officers, Directors and Affiliates” beginning on page 24.

 

Oak Hill.  As of the record date, the directors, executive officers and affiliates of Oak Hill owned or controlled the vote of 1,522,849 shares of Oak Hill common stock constituting approximately 28.4% of the outstanding shares of Oak Hill common stock. In addition, certain officers and directors of Oak Hill have entered into voting agreements with WesBanco wherein the officer or director has agreed to vote their Oak Hill shares in favor of the merger. See “Other Material Agreements Relating to the Merger — Voting Agreements.” The holders of at least two-thirds of the outstanding shares of Oak Hill must vote in favor of the merger agreement in order to approve the merger agreement, assuming a quorum is present. See “The Special Meeting of Oak Hill Shareholders — Beneficial Ownership of Oak Hill Officers, Directors and Affiliates” beginning on page 26.

 

Our Recommendations (See pages 25 and 27)

 

WesBanco shareholders.  The WesBanco board of directors believes that the merger is fair to WesBanco shareholders and in their best interests. Accordingly, it has unanimously recommended that WesBanco shareholders vote “FOR” adoption of the merger agreement and approval of the merger of Oak Hill and WesBanco and the related issuance of WesBanco common stock pursuant to the merger at the WesBanco special meeting.

 

Oak Hill shareholders.  The Oak Hill board of directors determined that the merger is fair to Oak Hill shareholders and in their best interests. Accordingly, it has unanimously recommended that Oak Hill shareholders vote “FOR” the proposal to adopt the merger agreement and approve the merger with WesBanco. See “The Merger — Background of the Merger” at page 31. In addition, certain officers and directors of Oak Hill have entered into voting agreements with WesBanco wherein the officer or director has agreed to vote their Oak Hill shares in favor of the merger. See “Other Material Agreements Relating to the Merger — Voting Agreements.”

 

COMPARATIVE PER SHARE DATA
(Unaudited)

 

The following tables set forth the basic earnings, diluted earnings, cash dividends and book value per common share data for Oak Hill and WesBanco on a historical basis, on a pro forma combined basis, and on a per equivalent Oak Hill share basis, as of or for the six month period ending June 30, 2007, and as of or for the twelve months ended December 31, 2006.

 

The pro forma data was derived by combining the historical consolidated financial information of WesBanco and Oak Hill using the purchase method of accounting for business combinations and assumes the transaction is completed as contemplated.

 

The “Per Equivalent Oak Hill Share” information shows the effect of the merger from the perspective of an owner of Oak Hill common stock. The “Per Equivalent Oak Hill Share” information was computed by multiplying the pro forma information by an exchange ratio of 1.256 so that the per share amounts are equated to the respective amounts for one share of Oak Hill common stock. This represents the WesBanco common stock Oak Hill shareholders will receive for each share of Oak Hill common stock they exchange for WesBanco common stock. The “Per Equivalent Oak Hill Share” information is equated to the value for each share of Oak Hill common stock being acquired. However, under the merger agreement elections will be limited by a requirement that 90% of the total number of outstanding shares of Oak Hill common stock be exchanged for WesBanco common stock. Some shareholders may elect all cash for some or all of their shares equal to $38.00 per share. Oak Hill shareholders may also elect to exchange some of their shares for cash and some of their shares for WesBanco common stock. Therefore, the form of actual consideration Oak Hill shareholders receive will depend in part on the elections of other Oak Hill shareholders. For more information, see “The Merger — What Oak Hill Shareholders Will Receive in the Merger” beginning on page 28.

 

You should read the information below together with the historical financial statements and related notes and other information included and incorporated by reference in this joint proxy statement/prospectus. The unaudited pro forma combined data below is for illustrative purposes only. The companies may have performed differently had they always been combined. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience after the merger, nor should you rely on the six-month information as being indicative of results expected for the entire year or for any future interim period.

 

 

 

SHARE INFORMATION AND MARKET PRICES

 

The following table presents the closing market prices for WesBanco and Oak Hill common stock on July 19, 2007 and October 9, 2007, respectively. July 19, 2007 was the last full trading day prior to the public announcement of the signing of the merger agreement. October 9, 2007 was the last practicable trading day for which information was available prior to the date of this joint proxy statement/prospectus. The table also presents the equivalent price per share of Oak Hill common stock, giving effect to the merger, as of such dates. The equivalent per share price of Oak Hill common stock is determined by multiplying the closing market price per share of WesBanco common stock on each date by the exchange ratio of 1.256.

 

WesBanco common stock trades on the NASDAQ Global Select Market under the trading symbol “WSBC.” Oak Hill common stock trades on the NASDAQ Global Select Market under the trading symbol “OAKF.” The market prices of shares of WesBanco common stock and Oak Hill common stock fluctuate from day to day. As a result, you should obtain current market quotations to evaluate the merger. These quotations are available from stockbrokers, in major newspapers such as The Wall Street Journal, and on the Internet. The market price of the WesBanco common stock at the effective time of the merger or at the time shareholders of Oak Hill receive certificates evidencing shares of WesBanco common stock may be higher or lower than the market price at the time the merger agreement was executed, at the date of mailing of this joint proxy statement/prospectus or at the time of each special meeting.

 

 

The following table shows, for the periods indicated, the high and low sales prices for WesBanco common stock and Oak Hill common stock as reported by the NASDAQ Global Select Market, and the cash dividends declared per share.

 

 

As of October 8, 2007, WesBanco had approximately 4,748 shareholders of record and, additionally, approximately 5,028 beneficial owners.

 

Holders of WesBanco common stock are entitled to receive dividends when, as and if declared by the WesBanco’s board of directors out of funds legally available for dividends. Historically, WesBanco has paid quarterly cash dividends on its common stock, and its board of directors presently intends to continue to pay regular

quarterly cash dividends. WesBanco’s ability to pay dividends to its shareholders in the future will depend on its earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, its ability to service any equity or debt obligations senior to its common stock, including its outstanding trust preferred securities and accompanying junior subordinated debentures, and other factors deemed relevant by its board of directors. In order to pay dividends to shareholders, WesBanco must receive cash dividends from WesBanco Bank. As a result, WesBanco’s ability to pay future dividends will depend upon the earnings of WesBanco Bank, its financial condition and its need for funds. A discussion of the restrictions on WesBanco’s dividend payments is included in WesBanco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. See “Where You Can Find More Information About WesBanco and Oak Hill” beginning on page 73.

 

As of October 8, 2007, Oak Hill had approximately 650 shareholders of record and, additionally, approximately 1,900 beneficial owners. Holders of Oak Hill common stock are entitled to receive dividends when, as and if declared by the Oak Hill board of directors out of funds legally available for dividends. A discussion of the restrictions on Oak Hill’s dividend payments is included in Oak Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. See “Where You Can Find More Information About WesBanco and Oak Hill” beginning on page 73.

 

SELECTED HISTORICAL FINANCIAL DATA OF WESBANCO

 

The following table sets forth certain historical financial data concerning WesBanco as of or for the six months ended June 30, 2007 and 2006 and as of or for each of the five fiscal years ended December 31, 2006, which is derived from WesBanco’s consolidated financial statements. The following information is only a summary, and you should read this information in conjunction with WesBanco’s audited consolidated financial statements and related notes included in WesBanco’s Annual Report on Form 10-K for the year ended December 31, 2006, and unaudited interim consolidated financial statements included in WesBanco’s Quarterly Report on Form 10-Q for the quarterly periods ended June 30, 2007 and 2006, which have been filed with the SEC and are incorporated by reference into this document and from which this information is derived. See “Where You Can Find More Information About WesBanco and Oak Hill” beginning on page 73.

 

 

SELECTED HISTORICAL FINANCIAL DATA OF OAK HILL

 

The following table sets forth certain historical financial data concerning Oak Hill as of or for the six months ended June 30, 2007 and 2006 and as of or for each of the five fiscal years ended December 31, 2006, which is derived from Oak Hill’s consolidated financial statements. The following information is only a summary, and you should read this information in conjunction with Oak Hill’s audited consolidated financial statements and related notes included in Oak Hill’s Annual Report on Form 10-K for the year ended December 31, 2006, and unaudited interim consolidated financial statements included in Oak Hill’s Quarterly Report on Form 10-Q for the quarterly periods ended June 30, 2007 and 2006, which have been filed with the SEC and are incorporated by reference into this document and from which this information is derived. See “Where You Can Find More Information About WesBanco and Oak Hill” beginning on page 73.

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of WesBanco and Oak Hill, and has been prepared to illustrate the financial effect of WesBanco’s merger with Oak Hill. The pro forma financial information should be read in conjunction with both WesBanco’s and Oak Hill’s Quarterly Report on Form 10-Q for the period ended June 30, 2007, and Annual Report on Form 10-K for the year ended December 31, 2006, which are incorporated by reference herein.

 

The unaudited pro forma condensed combined financial information set forth below assumes that the merger with Oak Hill was consummated on January 1, 2006 for purposes of the unaudited pro forma condensed combined statement of income and June 30, 2007 for purposes of the unaudited pro forma condensed combined balance sheet and gives effect to those mergers as if it had been effective during the entire period presented.

 

These unaudited pro forma condensed combined financial statements reflect the Oak Hill merger based upon estimated preliminary purchase accounting adjustments. Actual adjustments will be made as of the effective date of the merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial information.

 

Pursuant to the terms of the merger agreement, it is anticipated that Oak Hill will sell approximately, $55.1 million of loans and $2.4 million of real estate owned prior to the consummation of the merger. The impact of these transactions has been included in the unaudited pro forma condensed combined financial statements.

 

Total merger-related costs, which approximate $12.0 million, include direct acquisition costs of $10.0 million recorded on the unaudited pro forma condensed combined balance sheet. The remaining $2.0 million represents non-recurring merger-related expenses expected to occur after the date of the acquisition and are not included in the unaudited pro forma condensed combined financial statements.

 

Estimates of cost savings are not included in the pro forma analysis. Estimated cost savings associated with the merger are projected to approximate 22% of Oak Hill’s estimated pre-tax operating expenses and are expected to be realized beginning in 2008 and fully in 2009. These estimates may differ from the actual cost savings achieved in the merger.

WesBanco, Inc.

 

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2007

 

 

See notes to the unaudited pro forma condensed combined financial information

WesBanco, Inc.

 

Unaudited Pro Forma Condensed Combined Statement of Income

For the six months ended June 30, 2007

 

 

See notes to the unaudited pro forma condensed combined financial information

WesBanco, Inc.

 

Unaudited Pro Forma Condensed Combined Statement of Income

For the year ended December 31, 2006

 

 

See notes to the unaudited pro forma condensed combined financial information

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

 

 

On July 19, 2007, WesBanco entered into a definitive Agreement and Plan of Merger (“Merger Agreement”) with Oak Hill. Pursuant to the Merger Agreement, WesBanco agreed to acquire Oak Hill for consideration consisting of a combination of its common stock and cash valued at approximately $195 million. Under the terms of the Merger Agreement, WesBanco will exchange a combination of its common stock and cash for Oak Hill common stock. Oak Hill shareholders will be entitled to receive either 1.256 shares of WesBanco common stock or cash in the amount of $38.00 per share for each share of Oak Hill common stock held subject to an overall allocation of 90% stock and 10% cash in the exchange. Outstanding stock options are not subject to this allocation requirement and are assumed to receive cash. Common stock received by Oak Hill shareholders is anticipated to qualify as a tax-free exchange.

 

The unaudited pro forma condensed combined financial information about WesBanco’s financial condition and results of operations, including per share data are presented after giving effect to the merger. The pro forma financial information assumes that the merger with Oak Hill was consummated on January 1, 2006 for purposes of the pro forma statements of income and on June 30, 2007 for purposes of the pro forma balance sheet and gives effect to the merger as if it had been effective during the entire period presented.

 

The merger will be accounted for using the purchase method of accounting; accordingly, WesBanco’s cost to acquire Oak Hill will be allocated to the assets acquired (including identifiable intangible assets) and liabilities assumed from Oak Hill at their respective fair values on the date the merger is completed.

 

The pro forma financial information includes estimated adjustments to record the assets and liabilities of Oak Hill at their respective fair values and represents management’s estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined after the merger is completed and after completion of the final analyses to determine the fair values on the date the merger is completed.

 

Funding for the merger transaction is included in the pro forma adjustments as follows (in thousands):

 

 

Interest expense of $1.0 million and $2.0 million for the six months ended June 30, 2007, and for the year ended December 31, 2006, respectively, related to the additional borrowings are also included in the pro forma adjustments.

 

The ability of WesBanco to execute a junior subordinated offering and resulting interest expense from such offering will depend largely on the market conditions at the time of such offering and could differ materially from the assumptions included in these pro forma financial statements. After consideration of the above, other forms of financing, including the parent company line of credit, may be considered to complete the financing of the acquisition.

 

 

Pursuant to the Merger Agreement, it is anticipated that approximately $55.1 million of loans and $2.4 million of real estate owned will be sold prior to the closing date. These transactions have been included in the pro forma adjustments and includes a reduction of the allowance for loan losses of $4.6 million, an increase in deferred tax

 

Notes to the Unaudited Pro Forma Condensed Combined Financial Information — (Continued)

 

assets of $2.4 million and an increase in available for sale investment securities for the estimated proceeds of $46.0 million.

 

The pro forma statements of income for the six months ended June 30, 2007 and for the year ended December 31, 2006 include pro forma adjustments reducing interest income from loans, as a result of the loan sales, by $2.2 million and $4.0 million respectively. Additionally, as a result of the investment of the proceeds from the loan sales and sales of other real estate owned, interest income from investments was increased by $1.3 million and $2.7 million respectively. Tax expense related to these adjustments is calculated at a 35% tax rate.

 

Due to recent changes in the collateralized loan obligation markets, the assumed marketability and price received for the loans and real estate owned planned to be sold in this transaction may result in a loss greater than that estimated for purposes of these pro forma financial statements. In addition, if some of these loans cannot be sold, the loans and related reserves may be accounted for under Statement of Position 03-3 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer”, which results in recognition of lower anticipated cash flows than due under the loan agreement and a reduction in the reserve, or the loans may be classified as loans held for sale.

 

 

The pro forma adjustments include the purchase accounting entries to record the merger transaction. The excess of the purchase price over the fair value of the net assets acquired, net of deferred taxes, is allocated to goodwill. Estimated fair value adjustments included in the pro forma financial statements are based upon available information, and certain assumptions considered reasonable, and may be revised as additional information becomes available. For purposes of this pro forma analysis, fair value adjustments, other than goodwill, are amortized/accreted on a straight-line basis over their estimated average remaining lives. When the actual amortization/accretion is recorded for periods following the merger closing, the effective yield method will be used where appropriate. Tax expense related to the net fair value adjustments is calculated at a 35% tax rate.

 

Included in the pro forma adjustments is an allocation of the purchase price to core deposit intangibles of $14.5 million. The core deposit intangible is separate from goodwill and amortized on a straight-line basis over its estimated average remaining life. When the actual amortization is recorded for periods following the merger closing, the sum of the years digits method will be used. Impairment testing of core deposit intangibles is done whenever events or circumstances indicate that their carrying amount may not be recoverable. Goodwill included in the pro forma adjustments totaling $112.7 million, which is not subject to amortization, will be evaluated annually for possible impairment, or if an event occurs or circumstances change which would require the goodwill to be tested for impairment at an interim date.

 

Notes to the Unaudited Pro Forma Condensed Combined Financial Information — (Continued)

 

The allocation of the purchase price, and resulting goodwill, follows (in thousands):

 

 

 

The pro forma adjustments to other assets are comprised as follows (in thousands):

 

 

 

Direct acquisition costs of approximately $10.0 million are included in the pro forma adjustments. It is anticipated for pro forma purposes that the direct acquisition costs will be paid prior to the closing of the merger. Certain additional merger related expenses of approximately $2.0 million are not included in the pro forma statements of income since they will be recorded in the combined statements of income as they are incurred after completion of the merger. Inclusion of these expenses in the pro forma statements of income is not indicative of what the historical results of the combined company would have been had the companies been actually combined during the periods presented. Merger related cost estimates may differ from the actual costs incurred in the merger.

 

Notes to the Unaudited Pro Forma Condensed Combined Financial Information — (Continued)

 

 

The following table sets forth an estimate of the expected effects of the projected aggregate purchase accounting adjustments reflected in the pro forma financial statements on the future pre-tax net income of WesBanco after the merger with Oak Hill: