Sky Financial to purchase Three Rivers Bancorp for 2.15 times revenue

Weekly Corporate Growth Report, May 13, 2002

The Deal: Sky Financial Group has agreed to acquire Three Rivers Bancorp for approximately $155 million. Sky will pay shareholders of Three Rivers either $18.27 per share in cash or .80 of a Sky Financial share for each share of Three Rivers, or a combination. Based on recent closing prices, .80 of a Sky share is worth about $18.55. In total, 75 percent of Three Rivers shares will be exchanged for stock and 25 percent will be exchanged for cash. The deal still requires approval from Three Rivers stockholders and regulatory agencies. If approved, the deal is expected to close in the fourth quarter of 2002.

Discussion: Three Rivers Bancorp is the holding company for Three Rivers Bank. The bank operates 25 branches in the Monongahela, Allegheny, and Ohio River Valleys in and around Pittsburgh. The bank offers traditional services such as checking and savings accounts, money market accounts, and CDs. The majority of the bank's loans are commercial loans secured by real estate.

Sky Financial Group is the holding company for Sky Bank. Sky Bank has over 200 branches and operates in Ohio, southern Michigan, eastern Indiana, western Pennsylvania, and northern West Virginia. Sky also has subsidiaries that offer health care financing, trust and employee benefit services, investment management, and insurance.

After the acquisition, Sky would have $10.5 billion in assets and $7.6 billion in deposits with 235 branches in Ohio, Michigan, Pennsylvania, West Virginia, and Indiana.