WESTERLY, R.I.--(BUSINESS WIRE)--March 21, 2005--
Deal Expands Bank's Presence in New England, Enhances Financial
Washington Trust Bancorp, Inc. (Nasdaq National Market; symbol:
WASH), parent company of The Washington Trust Company, today announced
that it has signed a definitive agreement to acquire Weston Financial
Group, Inc., a registered investment advisor with assets under
management in excess of $1.2 billion. Located in Wellesley,
Massachusetts, the firm specializes in providing high-quality,
comprehensive financial planning and investment counseling services to
high net worth individuals through third-party open-architecture
wealth management products. Weston Financial Group was founded in 1979
and serves clients in the Boston Metropolitan area, New England, and
throughout the country.
John C. Warren, Washington Trust's Chairman and Chief Executive
Officer, stated, "This is a major acquisition for us. It significantly
increases the size and capabilities of our wealth management group,
and expands our presence in the New England marketplace." Warren
added, "The acquisition will enable Weston's clients to utilize
Washington Trust's full line of trust, personal and business banking
services. Washington Trust customers will also be able to take
advantage of the financial planning expertise offered by the Weston
Wayne M. Grzecki, Principal of Weston Financial, speaking on
behalf of his partners, stated, "We are extremely enthusiastic about
this strategic alliance and the opportunities it presents for our
clients and the firm. Washington Trust is a well-managed and solid
financial institution. We are particularly impressed by Washington
Trust's culture and its approach to business, both of which are
completely compatible with our own."
At the closing, Washington Trust will acquire all of the
outstanding shares of Weston's capital stock for $20.0 million in
cash, subject to customary adjustments for the percentage of
investment accounts transferred and other matters. In addition, the
transaction is structured to provide for the contingent payment of
additional amounts based on operating results during a three-year
earn-out period ending December 31, 2008 with a guaranteed minimum
payout of $6.0 million in cash over the three-year period. Washington
Trust expects to finance this transaction primarily through the
issuance of trust preferred stock and other sources and does not
expect to issue any common stock in connection with the transaction.
It is currently anticipated that the acquisition, which is subject to
state and federal regulatory approval and other customary conditions
to closing, will most likely be completed in the third quarter of
2005. Management expects the transaction to be immediately accretive
to earnings per share on a cash and GAAP basis excluding
Under the agreement, Weston Financial will become a subsidiary of
Washington Trust and will be operated under the direction of its
current management team. Weston has 27 employees and is led by six
principals, who have approximately 150 years of combined wealth
management experience. The firm has expertise in retirement planning,
estate planning, investment management, tax planning and preparation,
stock option planning, and insurance analysis.
The acquisition is expected to provide significant strategic
advantages to Washington Trust. The Bank's assets under administration
will increase by more than 50% to approximately $3.1 billion. The
addition of Weston Financial Group is expected to bring Washington
Trust's total noninterest income to approximately 39% of total
revenues on an annualized basis. Washington Trust, which currently
operates wealth management offices in Providence, Narragansett and
Westerly, RI, will also now have a presence in the Boston Metropolitan
area. The Bank's wealth management team will benefit from the addition
of an experienced team of investment advisory experts and a broader
line of financial planning products and services.
Washington Trust was advised by Sandler O'Neill & Partners, L.P.
and Goodwin Procter LLP. Weston Financial Group retained Berkshire
Capital Securities LLC and Nixon Peabody LLP.
Washington Trust Bancorp, Inc. is the parent of The Washington
Trust Company, a Rhode Island state-chartered bank founded in 1800.
The Bank offers a full range of financial services, including trust
and investment management, through its offices in Rhode Island and
southeastern Connecticut. Washington Trust Bancorp, Inc.'s common
stock trades on The Nasdaq Stock Market(R) under the symbol WASH.
Investor information is available on the Corporation's web site:
This report contains certain statements that may be considered
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Washington Trust's actual results,
performance or achievements could differ materially from those
projected in the forward-looking statements as a result, among other
factors, of the parties' ability to obtain regulatory approval and
satisfy the other conditions to closing, Washington Trust's ability to
successfully integrate Weston with its existing wealth management
business or the possibility that the integration will be more
difficult, time-consuming or costly than expected, trends in the
general economy and capital markets that affect the assets under
management and anticipated revenue from Weston's operations, the
ability to fully realize the expected cost savings and revenues from
the transaction on a timely basis, the ability to obtain financing
sufficient to consummate the transaction, through trust preferred or
otherwise, on favorable terms or at all, the possibility of the
occurrence of a material adverse change in the business or financial
condition of Weston and the possibility that events may cause the
transaction-related expenses to be higher than anticipated and changes
in the assumptions used in making such forward-looking statements.
CONTACT: Washington Trust Bancorp, Inc.
Elizabeth B. Eckel, 401-348-1309
Senior Vice President, Marketing
SOURCE: Washington Trust Bancorp, Inc.