Tompkins Financial Corp. announced Jan. 26 it had entered into a definitive merger agreement to acquire VIST Financial Corp. and its $1.4 billion in assets for $86 million.
The deal between Tompkins Financial, a financial-services holding company based in Ithaca with several subsidiaries located in Westchester, and VIST Financial, a financial services company based in southeast Pennsylvania, is contingent on regulatory approval and is expected to be finalized in the third quarter of 2012.
Both companies are publicly traded: Tompkins Financial on the New York Stock Exchange and VIST Financial on NASDAQ.
When the merger is approved, Tompkins Financial will have $4.8 billion in assets, $3.8 billion in deposits, $2.9 billion in loans and 67 banking offices.
The deal represents Tompkins Financial”™s first venture outside of New York State ”“ a prospect that CEO Stephen S. Romaine said he is excited by and one that falls in line with the company”™s long-term growth plan.
“The merger with VIST is very consistent with Tomkins”™ long-term growth strategy,” Romaine said in an interview. “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.”
Tompkins Financial has regional offices in White Plains, Rochester and Ithaca. Its subsidiaries include Tompkins Trust Company, The Bank of Castile, and Tompkins Insurance Agencies Inc., all located in upstate New York; Mahopac National Bank, headquartered in Brewster; and Tompkins Financial Advisors, which has offices in White Plains, Ithaca and Pittsford.
Talk about a possible acquisition of VIST Financial by Tompkins Financial began in earnest last fall, Romaine said, following years of searching for a suitable landing spot.
“Our interest in southeast Pennsylvania ”“ that goes back years,” he said. “Southeast Pennsylvania was one of those markets where we believed there were long-term sustainable growth opportunities.”
Prior to any sale discussions, Romaine said representatives of the two companies had worked with one another over the course of several years, swapping best practices notes and other expertise.
Formal discussions began last fall after VIST Financial executives determined they would be better off pursuing a sale or merger than raising capital of their own.
VIST Financial CEO Robert D. Davis said he was pleased that the deal would allow the company to continue working in the local communities.
“I am very pleased with the chemistry between our two organizations,” Davis said in a statement. “Partnering with Tompkins will bring increased financial services capabilities for our clients, while enabling VIST to continue our local identity as an independent bank serving our community for more than a century.”
Davis will remain as president and CEO of VIST Bank after the deal is finalized.
The merger will allow Tompkins Financial to retain its character as a community bank while giving it a broader capital base, Romaine said.
“We are entirely focused and committed to the community banking model,” he said. “We recognize that with all of the new regulatory burdens (and) with all of the new costs to comply that we are subject to, you need a certain scale in order to be able to afford to be in the business.”
Tompkins Financial on Jan. 25 reported net fourth quarter earnings of $9.4 million, an increase of 5.6 percent compared to the previous year, and full year earnings of $35.4 million, up 4.7 percent compared to 2010.
