BB&T, National Penn Announce Expected Closing Date and Election Deadline for Merger

The deadline for holders of National Penn common stock and certain National Penn equity awards to elect their preferred form of consideration will be 5 p.m., ET, on March 30, 2016, unless extended. The election materials will be mailed beginning on or about Feb. 29, 2016 to National Penn security holders of record as of the business day immediately prior to the mailing. 

As previously announced, holders of National Penn common stock and certain National Penn equity awards may elect to receive, for each of their shares of National Penn common stock, either (i) $13.00 in cash, (ii) 0.3206 shares of BB&T common stock, or (iii) a combination of cash and shares of BB&T common stock. The cash and stock elections will be subject to allocation and proration procedures, which are described in the election materials, the proxy statement/prospectus and in the Agreement and Plan of Merger, dated as of Aug. 17, 2015, by and between National Penn and BB&T (the merger agreement).  The allocation and proration provisions in the merger agreement are designed to ensure that, on an aggregate basis, approximately 70 percent of the shares of National Penn common stock outstanding immediately prior to the completion of the merger will be converted into BB&T common stock, and approximately 30 percent of the shares of National Penn common stock outstanding immediately prior to the completion of the merger will be converted into cash.

As further described in the election materials, to make a valid election, a properly completed election form and letter of transmittal and any National Penn stock certificate(s), together with any other required documents described in the election materials, must be received by Computershare Trust Company, N.A., the exchange agent for the transaction, prior to the election deadline. National Penn common shareholders who hold their shares through a broker, bank, trustee or other nominee should follow the instructions of such broker, bank, trustee or other nominee as to the procedures for making elections and exchanging their shares of National Penn common stock.  National Penn security holders should carefully read the proxy statement/prospectus for the merger, the merger agreement and all the election materials provided to them before making their elections. 

Any security holders who do not make a proper election by the election deadline will have no control over the type of consideration they receive, and their shares of National Penn common stock or equity awards may be exchanged for cash, shares of BB&T common stock, or a combination of cash and shares of BB&T common stock, depending on the valid elections of other National Penn security holders and subject to the allocation and proration procedures in the merger agreement.

National Penn security holders who have election procedure questions, want up-to-date information on the election deadline or wish to obtain copies of the election materials (once available) may contact Georgeson Inc., the information agent for the election, at 866-482-5026 from 9 a.m. to 11 p.m. ET Monday to Friday, and Saturday noon to 6 p.m. ET.

Electronic copies of the merger agreement and the proxy statement/prospectus of National Penn and BB&T, dated Oct. 23, 2015, (the proxy statement/prospectus), as well as other filings containing information about National Penn and BB&T, may be obtained at the Securities and Exchange Commission's website, SEC.gov; BB&T's website, BBT.com; and National Penn's website, NationalPennBancshares.com. Copies of the merger agreement and the proxy statement/prospectus are also available, free of charge, by directing a request to either BB&T Corporation or National Penn, as described below.

As of Dec. 31, 2015, BB&T is one of the largest financial services holding companies in the U.S. with $209.9 billion in assets and market capitalization of $29.5 billion. Based in Winston-Salem, N.C., the company operates 2,139 financial centers in 15 states and Washington, D.C., and offers a full range of consumer and commercial banking, securities brokerage, asset management, mortgage and insurance products and services. A Fortune 500 company, BB&T is consistently recognized for outstanding client satisfaction by the U.S. Small Business Administration, Greenwich Associates and others. More information about BB&T and its full line of products and services is available at BBT.com.

National Penn Bancshares, Inc., with approximately $9.6 billion in assets, is a bank holding company headquartered in Allentown, Pa. National Penn Bank operates 124 branch offices throughout Pennsylvania, New Jersey and Maryland.

National Penn's financial services affiliates and divisions include its National Penn Investors Trust Company division; Institutional Advisors LLC; and National Penn Insurance Services Group Inc.