UNBJ United Natl Bancorp (MM)

The PNC Financial Services Group Receives Approval for United National Bancorp Acquisition; Announces Preliminary Results of Election PITTSBURGH, Dec. 8 /PRNewswire-FirstCall/ -- The PNC Financial Services Group, Inc. announced today that it has received all regulatory and shareholder approvals for its previously announced acquisition of United National Bancorp currently valued at approximately $677 million in stock and cash. The sale is expected to close in early January 2004. Additionally, PNC and United National Bancorp are announcing preliminary results of elections made by shareholders of United National Bancorp as to the form of merger consideration to be received in the pending merger of United National with and into a subsidiary of PNC are: -- 17.9% of the shares elected to receive cash; -- 55.0% of the shares elected to receive PNC common stock; and -- 27.1% of the shares did not make a valid election. Based on the preliminary election results and the closing price of PNC common stock on Dec. 2, 2003 of $54.31 per share, and applying the proration provisions set forth in the merger agreement, the merger consideration to be received for each share of UNBJ stock would be as follows: -- shareholders making an election to receive cash would receive $35.90 in cash; -- shareholders making an election to receive stock would receive 0.633 of a share of PNC common stock and $1.51 in cash, as a result of proration; and -- shareholders not making an election would receive $35.90 in cash. The actual merger consideration will be computed using the formula in the merger agreement and will be based on, among other things, the actual number of shares of United National common stock outstanding immediately prior to the closing date, the results of the election process, and the average closing sales prices of PNC common stock for the five consecutive trading days immediately preceding (but not including) the trading day prior to the closing date. United National Bancorp is a $3.1 billion asset holding company for UnitedTrust Bank, a state-chartered FDIC-insured commercial bank headquartered in Bridgewater, New Jersey operating 52 community banking offices throughout Essex, Hunterdon, Middlesex, Morris, Somerset, Union and Warren counties in New Jersey and Lehigh and Northampton counties in Pennsylvania. The Bank provides retail banking, alternative financial products, insurance services, business banking services, commercial lending, construction and commercial real estate lending, consumer and mortgage lending and trust and investment services. Visit United National Bancorp and UnitedTrust Bank on the World Wide Web at http://www.unitedtrust.com/ . The PNC Financial Services Group, Inc., headquartered in Pittsburgh, is one of the nation's largest diversified financial services organizations, providing regional community banking; wholesale banking, including corporate banking, real estate finance and asset-based lending; wealth management; asset management and global fund services. Reach us on the World Wide Web at http://www.pnc.com/ DATASOURCE: The PNC Financial Services Group, Inc. CONTACT: Media, Brian E. Goerke, +1-412-762-4550, or , or Investors, William H. Callihan, +1-412-762-8257, or , both of The PNC Financial Services Group, Inc. Web site: http://www.pnc.com/ http://www.unitedtrust.com/ Company News On-Call: http://www.prnewswire.com/comp/701257.html

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